| Accession Number: | 0000008947-20-000114 |
| Date: | 2020-05-22 |
| Issuer: | AZZ INC (AZZ) |
| Original Submission Date: |
EMERY MATTHEW VARLEY
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2020-05-22 | M | 861 | a | $0.00 | 8,669 | direct | ||
| COMMON STOCK | 2020-05-22 | M | 15 | a | $0.00 | 8,684 | direct | ||
| COMMON STOCK | 2020-05-22 | F | 213 | d | $31.28 | 8,471 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITS | 0.0 | 2020-05-22 | deemed execution date | M | 861 (d) | common stock 861 | $0.00 | 1,723 | direct |
| ID | footnote |
|---|---|
| f1 | represents the vesting of dividend equivalent rights accrued on 861 restricted stock units ("rsus") granted on 5/22/2019, which azz has elected to pay in shares of azz common stock. these dividend equivalent rights vest when, and if, the underlying rsus vest. |
| f2 | the reporting person disposed of 213 shares of common stock to satisfy tax withholding obligations. |
| f3 | each rsu represents a contingent right to receive one share of azz common stock. |
| f4 | the rsus are granted under azz's 2014 long term incentive plan and vest over a three-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. |
| f5 | once vested, the shares of common stock are not subject to expiration. |
