Sec Form 4 Filing - Hill Gary L. @ AZZ INC - 2020-05-22

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
Hill Gary L.
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)
President & GM-Industrial
(Last) (First) (Middle)
ONE MUSEUM PLACE, 3100 W. 7TH STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2020
(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 05/22/2020 M 957 A $ 0 8,835 D
COMMON STOCK 05/22/2020 M 16 ( 1 ) A $ 0 8,851 D
COMMON STOCK 05/22/2020 F 294 ( 2 ) D $ 31.28 8,557 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 ( 3 ) 05/22/2020 M 957 ( 4 ) ( 5 ) COMMON STOCK 957 $ 0 1,914 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Gary L.
ONE MUSEUM PLACE
3100 W. 7TH STREET, SUITE 500
FORT WORTH, TX76107
President & GM-Industrial
Signatures
/s/ Tara D. Mackey, attorney-in-fact for Gary L. Hill 05/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting of dividend equivalent rights accrued on 957 restricted stock units ("RSUs") granted on 5/22/2019, which AZZ elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
( 2 )The reporting person disposed of 294 shares of common stock to satisfy tax withholding obligations.
( 3 )Each RSU represents a contingent right to receive one share of AZZ common stock.
( 4 )The RSUs are granted under AZZ's 2014 Long Term Incentive 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 5/22/2020.
( 5 )Once vested, the shares of common stock 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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