Sec Form 4 Filing - Hill Gary L. @ AZZ INC - 2020-11-01

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) COO - Infrastructure Solutions (Last) (First) (Middle) ONE MUSEUM PLACE, 3100 W. 7TH STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2020 (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 11/01/2020 M 7,500 A $ 0 16,228 D COMMON STOCK 11/01/2020 M 80 ( 1 ) A $ 0 16,308 D COMMON STOCK 11/01/2020 F 2,300 ( 2 ) D $ 33.59 14,008 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 ) 11/01/2020 M 7,500 ( 4 ) ( 5 ) COMMON STOCK 7,500 $ 0 0 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 COO - Infrastructure Solutions Signatures /s/ Tara D. Mackey, attorney-in-fact for Gary L. Hill 11/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the vesting of dividend equivalent rights accrued on 7,500 restricted stock units ("RSUs") granted on February 29, 2020 to vest in full on November 1, 2020. These dividend equivalent rights vest when, and if, the underlying RSUs vest. ( 2 )Mr. Hill disposed of 2,300 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 were granted under AZZ's 2014 Long Term Incentive Plan on February 29, 2020 and cliff vested in full on November 1, 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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