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)
05/18/2018

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	05/18/2018		M		455	A	$0	11,886	D
COMMON STOCK	05/18/2018		M		10(1)	A	$0	11,896	D
COMMON STOCK	05/18/2018		F		141(2)	D	$42	11,755	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
Performance Share Units	(3)	05/18/2018		M			455	(4)	(4)	COMMON STOCK	455	$0	0	D
Performance Share Units	(3)	05/18/2018		A		5,357		(5)	(5)	COMMON STOCK	5,357	$0	5,357	D
Restricted Stock Units	(6)	05/18/2018		A		5,357		(7)	(7)	COMMON STOCK	5,357	$0	5,357	D

Explanation of Responses:

1. Represents the vesting of dividend equivalent rights accrued on 455 performance share units ("PSUs") 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 PSUs vest.

2. The Reporting Owner disposed of 141 shares of AZZ common stock to satisfy tax withholding obligations.

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

4. Represents the number of shares acquired by the Reporting Owner upon the vesting of PSUs granted on Arpil 27, 2015. The Reporting Owner earned 16% of the target award based on the achievement of certain pre-established performance goals during the performance cycle.

5. Represents 100% of the target number of PSUs that will be earned, if at all, based upon the achievement of certain pre-established performance goals during the 3-year performance cycle (3/1/2018 - 2/28/2021), which is subject to a 25% total shareholder return ("TSR") modifier that may be applied if AZZ's TSR ranks in the top quartile relative to the TSR generated by each company in AZZ's industry peer group and a 25% decrease if AZZ's TSR is in the bottom quartile relative to its industry peer group..

6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

7. The RSUs are granted under AZZ's 2014 Long Term Incentive Plan and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/18/2019.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Paul W. Fehlman	05/22/2018
	** 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.
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