AZZ (AZZ) Form 4 AZZ / Paul Wesley Fehlman 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^*

Fehlman Paul Wesley

(Last) (First) (Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(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)
SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2017

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	04/27/2017		M		948	A	$0	7,433	D
COMMON STOCK	04/27/2017		M		797	A	$0	8,230	D
COMMON STOCK	04/27/2017		F		467(1)	D	$60.2	7,763	D
COMMON STOCK	04/27/2017		M		18(2)	A	$0	7,781	D
COMMON STOCK	04/27/2017		M		6(3)	A	$0	7,787	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	(4)	04/27/2017		M			948	(5)	(6)	COMMON STOCK	948	$0	948	D
Restricted Stock Units	(4)	04/27/2017		M			797	(7)	(6)	COMMON STOCK	797	$0	1,595	D
Restricted Stock Units	(4)	04/27/2017		A		2,284		(8)	(8)	COMMON STOCK	2,284	$0	2,285	D
Performance Share Units	(9)	04/27/2017		A		2,284		(10)	(10)	COMMON STOCK	2,284	$0	2,284	D

Explanation of Responses:

1. The reporting person disposed of 467 shares of common stock to satisfy tax withholding obligations.

2. Represents the vesting of dividend equivalent rights accrued on 948 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

3. Represents the vesting of dividend equivalent rights accrued on 797 RSUs granted on 4/27/2016, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

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

5. The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.

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

7. The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.

8. The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vet over a three-year period with one-third of the RSUs vesting on each of the first, second and third anniversaries of the grant date, beginning on 4/27/2018.

9. Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

10. The 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 target average adjusted return on assets from March 1, 2017 to February 28, 2020. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the 3-year period ranks within the top quartile relative to each company in a custom industry peer group for the same period.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Paul W. Fehlman	05/01/2017
	** 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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