Sec Form 4/A Filing - BERCE DANIEL E @ AZZ INC - 2018-07-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BERCE DANIEL E
2. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/10/2018
(Street)
FORT WORTH, TX76107
4. If Amendment, Date Original Filed (MM/DD/YY)
07/12/2018
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 07/10/2018 A 1,823 A $ 0 62,747 D
COMMON STOCK 07/11/2018 M 2,724 A $ 25.67 65,471 D
COMMON STOCK 07/11/2018 F( 1 ) 1,275 D $ 54.85 64,196 D
COMMON STOCK 07/11/2018 M 1,362 A $ 45.36 65,558 D
COMMON STOCK 07/11/2018 F( 2 ) 1,127 D $ 54.85 64,431 D
COMMON STOCK 07/11/2018 M 1,603 A $ 43.92 66,034 D
COMMON STOCK 07/11/2018 F( 3 ) 1,284 D $ 54.85 64,750 D
COMMON STOCK 07/11/2018 S( 4 ) 2,003 D $ 54.3 62,747 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
STOCK APPRECIATION RIGHTS ( 5 ) 07/11/2018 M 2,724 ( 6 ) ( 7 ) COMMON STOCK 2,724 $ 25.67 2,724 D
STOCK APPRECIATION RIGHTS ( 8 ) 07/11/2018 M 1,362 ( 9 ) ( 10 ) COMMON STOCK 1,362 $ 45.36 1,362 D
STOCK APPRECIATION RIGHTS ( 11 ) 07/11/2018 M 1,603 ( 12 ) ( 13 ) COMMON STOCK 1,603 $ 43.92 1,603 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERCE DANIEL E
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX76107
X
Signatures
/s/ Tara D. Mackey, attorney-in-fact for Daniel E. Berce 08/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares forfeited for the conversion of stock appreciation rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($54.85).
( 2 )Shares forfeited for the conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($45.36) over the exercise price ($54.85).
( 3 )Shares forfeited for the conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($43.92) over the exercise price ($54.85).
( 4 )The shares sold on the open market are the aggregate net shares received upon the exercise of the SARs reported in Table I.
( 5 )The conversion of stock appreciation rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($54.85).
( 6 )On March 1, 2012 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2013.
( 7 )The SARs granted on March 1, 2012 have an expiration date of March 1, 2019.
( 8 )The conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($45.36) over the exercise price ($54.85).
( 9 )On March 1, 2013 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2014.
( 10 )The SARs granted on March 1, 2013 have an expiration date of March 1, 2020.
( 11 )The conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($43.92) over the exercise price ($54.85).
( 12 )On March 1, 2014 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2015.
( 13 )The SARs granted on March 1, 2014 have an expiration date of March 1, 2021.

Remarks:
This Form 4 was amended to correct the aggregate number of shares forfeited to pay the conversion price of the underlying SARs.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.