AZZ (AZZ) Form 3 AZZ / Chris M. Bacius ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bacius Chris M.

(Last) (First) (Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2015

3. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Corporate Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	1,199	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
STOCK APPRECIATION RIGHTS	(1)	09/02/2021	COMMON STOCK	2,724	(2)	D
Restricted Stock Units	(3)	(3)	COMMON STOCK	990	(4)	D
Restricted Stock Units	(5)	(5)	COMMON STOCK	1,138	(4)	D
Performance Share Units	(6)	(6)	COMMON STOCK	1,138	(7)	D
Restricted Stock Units	(8)	(8)	COMMON STOCK	1,650	(4)	D

Explanation of Responses:

1. The stock appreciate rights (SARs) shall vest over a three year period with 1/3 vesting each of the first, second and third anniversaries beginning on March 1, 2015.

2. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.

3. The restricted stock units (RSUS)shall vest over a three year period with one-third of the RSUs vesting on each of the following dates: March 1, 2015, March 1, 2016 and March 1, 2017.

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

5. Pursuant to the Issuer's 2014 Long Term Incentive Plan (the "2014 Plan"), the RSUs will vest over a three year period with 1/3 of the RSUs vesting each of the first, second and third anniversaries beginning on April 27, 2016.

6. The performance share units (PSUs) are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a 8.5% target average adjusted return on assets from March 1, 2015 to February 28, 2018. In addition, target awards will be subject to a multiplier based on AZZ's total shareholder return for the three year period ranking within the top quartile relative to each company in a custom industry peer group for the same period up to a maximum of 250% of the target award. The number of PSUs reported reflects the target award amount.

7. Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

8. The RSUs shall vest ratably over a two-year period beginning March 1, 2015. The award will be fully vested on March 1, 2016.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Chris M. Bacius	07/21/2015
	** 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 5 (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.