Hill Gary L. Form 4 AZZ / Gary L. Hill ownership change

SEC Form 4

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^*

Hill Gary L.

(Last) (First) (Middle)

ONE MUSEUM PLACE

3100 W. 7TH STREET, SUITE 500

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/18/2021		M		992	A	$0	16,122	D
COMMON STOCK	05/18/2021		M		48(1)	A	$0	16,170	D
COMMON STOCK	05/18/2021		F		253(2)	D	$54.04	15,917	D
COMMON STOCK	05/18/2021		M		3,809(3)	A	$0	19,726	D
COMMON STOCK	05/18/2021		M		185(4)	A	$0	19,911	D
COMMON STOCK	05/18/2021		F		972(5)	D	$54.04	18,939	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 (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	(6)	05/18/2021		M			992	(7)	(8)	COMMON STOCK	992	$0	0	D
Performance Share Units	(9)	05/18/2021		M			3,809(3)	(10)	(8)	COMMON STOCK	3,809(3)	$0	0	D

Explanation of Responses:

1. Represents the vesting of dividend equivalent rights that accrued on 992 restricted share units ("RSUs") granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.

2. The reporting person disposed of 253 shares of common stock to satisfy tax withholding obligations on the vesting of 1,040 RSUs and dividend equivalents.

3. Represents the number of shares acquired by the reporting person upon the vesting of performance share units ("PSUs") granted on 5/18/2018. This number represents 2,976 target PSUs and 833 additional PSUs earned based upon the achievement of 128% of pre-established performance goals during the performance cycle.

4. Represents the vesting of dividend equivalent rights that accrued on the target PSUs of 2,976 granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.

5. The reporting person disposed of 972 shares of common stock to satisfy tax withholding obligations on the vesting of 3,994 PSUs and dividend equivalents.

6. Each RSU represents a contingent right to receive one share of AZZ common stock.

7. The RSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 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 which was 5/18/2018.

8. Once vested, the shares of AZZ common stock are not subject to expiration.

9. The PSUs represent a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

10. The PSUs were granted under the 2014 Plan and had a three-year performance cycle (3/1/2018 - 2/28/21) and vested upon the achievement of certain pre-established performance goals.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Gary L. Hill	05/20/2021
	** 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).
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