Sec Form 4 Filing - Pendley Timothy E @ AZZ INC - 2017-04-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pendley Timothy E
2. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP GALVANIZING
(Last) (First) (Middle)
ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2017
(Street)
FORT WORTH, TX76107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 04/27/2017 M 776 A $ 0 33,635 D
COMMON STOCK 04/27/2017 M 652 A $ 0 34,287 D
COMMON STOCK 04/27/2017 M 15 ( 1 ) A $ 0 34,302 D
COMMON STOCK 04/27/2017 M 5 ( 2 ) A $ 0 34,307 D
COMMON STOCK 04/27/2017 F 381 ( 3 ) D $ 60.2 33,926 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 04/27/2017 M 776 ( 5 ) ( 6 ) COMMON STOCK 776 $ 0 776 D
Restricted Stock Units ( 4 ) 04/27/2017 M 652 ( 7 ) ( 6 ) COMMON STOCK 652 $ 0 1,305 D
Performance Share Units ( 8 ) 04/27/2017 A 1,868 ( 9 ) ( 9 ) COMMON STOCK 1,868 $ 0 1,868 D
Restricted Stock Units ( 4 ) 04/27/2017 A 1,868 ( 10 ) ( 10 ) COMMON STOCK 1,868 $ 0 1,869 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pendley Timothy E
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX76107
SVP GALVANIZING
Signatures
/s/ Tara D. Mackey, attorney-in-fact for Timothy E. Pendley 05/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting of dividend equivalent rights accrued on 776 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
( 2 )Represents the vesting of dividend equivalent rights accrued on 652 RSUs granted on 4/27/2016, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
( 3 )The reporting person disposed of 381 shares of common stock to satisfy tax withholding obligations.
( 4 )Each RSU represents a contingent right to receive one share of AZZ common stock.
( 5 )The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
( 6 )Once vested, the shares of common stock are not subject to expiration.
( 7 )The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.
( 8 )Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
( 9 )The PSUs are issued under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan"). The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a target average adjusted return on assets from March 1, 2017 to February 28, 2020. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the 3-year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.
( 10 )The RSUs are granted under AZZ's 2014 Plan and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 4/27/2018.

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