Sec Form 4 Filing - FERGUSON THOMAS E @ AZZ INC - 2019-09-29

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 FERGUSON THOMAS 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2019 (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 09/29/2019 M 30,000 ( 1 ) A $ 0 100,351 D COMMON STOCK 09/29/2019 M 719 ( 2 ) A $ 0 101,070 D COMMON STOCK 09/29/2019 F 12,087 ( 3 ) D $ 42.84 88,983 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 ) 09/29/2019 M 30,000 ( 5 ) ( 6 ) COMMON STOCK 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERGUSON THOMAS E ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX76107 X President and CEO Signatures /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson 09/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 10/10/2016, Mr. Ferguson was granted 30,000 restricted stock units ("RSUs") in connection with his Amended and Restated Employment Agreement with AZZ Inc. that he entered into on 9/29/2016 (the "Amended Agreement"). The RSUs cliff vested in full on 9/29/2019 upon the completion of the three-year term of the Amended Agreement. ( 2 )Represents the vesting of dividend equivalent rights that accrued on 30,000 RSUs granted to Mr. Ferguson on 10/10/2016, which AZZ elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest. ( 3 )Mr. Ferguson disposed of 12,087 shares of common stock to satisfy tax withholding obligations. ( 4 )Each RSU represents a contingent right to receive one share of AZZ common stock upon vesting. ( 5 )The RSUs granted on 10/10/2016 cliff vested in full on 9/29/2019 upon Mr. Ferguson's completion of the three-year term of his Amended Agreement with AZZ. ( 6 )Once vested and converted into common stock, the RSUs are not subject to expiration.

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).

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