| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/01/2016 | M | 1,650 | A | $0 | 3,268 | D | |||
| COMMON STOCK | 03/01/2016 | M | 28 | A | $0 | 3,296 | D | |||
| COMMON STOCK | 03/01/2016 | M | 330 | A | $0 | 3,626 | D | |||
| COMMON STOCK | 03/01/2016 | M | 6 | A | $0 | 3,632 | D | |||
| COMMON STOCK | 03/01/2016 | F | 375(1) | D | $52.68 | 3,257 | D | |||
| COMMON STOCK | 03/01/2016 | F | 75(2) | D | $52.58 | 3,448(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | 03/01/2016 | M | 1,650 | (5) | (6) | COMMON STOCK | 1,650 | $0 | 3,300 | D | ||||
| Dividend Equivalent Rights | (7) | 03/01/2016 | M | 28 | (7) | (7) | COMMON STOCK | 28 | $0 | 28 | D | ||||
| Restricted Stock Units | (4) | 03/01/2016 | M | 330 | (8) | (6) | COMMON STOCK | 330 | $0 | 660 | D | ||||
| Dividend Equivalent Rights | (9) | 03/01/2016 | M | 6 | (9) | (9) | COMMON STOCK | 6 | $0 | 6 | D | ||||
| Explanation of Responses: |
| 1. Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 1,650 RSUs and associated dividend equivalent rights. |
| 2. Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 330 RSUs and associated dividend equivalent rights. |
| 3. This number has been adjusted to reflect an additional 266 shares of AZZ common stock acquired by the reporting person prior to him becoming a Section 16 reporting person. |
| 4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock. |
| 5. The RSUs vested ratably over a two-year period beginning March 1, 2015. The award fully vested on March 1, 2016. |
| 6. Once vested, the shares of common stock are not subject to expiration. |
| 7. The settlement of dividend equivalent rights in connection with the vesting of 1,650 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date. |
| 8. The RSUs shall vest over a three year period with one-third of the RSUs vesting on each of the first, second and third anniversaries beginning March 1, 2015. |
| 9. The settlement of dividend equivalent rights in connection with the vesting of 330 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date. |
| Remarks: |
| /s/ Tara D. Mackey, attorney-in-fact for Chris M. Bacius | 03/03/2016 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||