AZZ (AZZ) Form 4/A AZZ / DANIEL E BERCE 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^*

BERCE DANIEL E

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/12/2018

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	07/10/2018		A		1,823	A	$0	62,747	D
COMMON STOCK	07/11/2018		M		2,724	A	$25.67	65,471	D
COMMON STOCK	07/11/2018		F(1)		1,275	D	$54.85	64,196	D
COMMON STOCK	07/11/2018		M		1,362	A	$45.36	65,558	D
COMMON STOCK	07/11/2018		F(2)		1,127	D	$54.85	64,431	D
COMMON STOCK	07/11/2018		M		1,603	A	$43.92	66,034	D
COMMON STOCK	07/11/2018		F(3)		1,284	D	$54.85	64,750	D
COMMON STOCK	07/11/2018		S(4)		2,003	D	$54.3	62,747	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
STOCK APPRECIATION RIGHTS	(5)	07/11/2018		M			2,724	(6)	(7)	COMMON STOCK	2,724	$25.67	2,724	D
STOCK APPRECIATION RIGHTS	(8)	07/11/2018		M			1,362	(9)	(10)	COMMON STOCK	1,362	$45.36	1,362	D
STOCK APPRECIATION RIGHTS	(11)	07/11/2018		M			1,603	(12)	(13)	COMMON STOCK	1,603	$43.92	1,603	D

Explanation of Responses:

1. Shares forfeited for the conversion of stock appreciation rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($54.85).

2. Shares forfeited for the conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($45.36) over the exercise price ($54.85).

3. Shares forfeited for the conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($43.92) over the exercise price ($54.85).

4. The shares sold on the open market are the aggregate net shares received upon the exercise of the SARs reported in Table I.

5. The conversion of stock appreciation rights ("SARs"), which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($25.67) over the exercise price ($54.85).

6. On March 1, 2012 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2013.

7. The SARs granted on March 1, 2012 have an expiration date of March 1, 2019.

8. The conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($45.36) over the exercise price ($54.85).

9. On March 1, 2013 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2014.

10. The SARs granted on March 1, 2013 have an expiration date of March 1, 2020.

11. The conversion of SARs, which are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price ($43.92) over the exercise price ($54.85).

12. On March 1, 2014 the reporting person was granted SARs, which vested ratably over a 3-year period beginning on March 1, 2015.

13. The SARs granted on March 1, 2014 have an expiration date of March 1, 2021.

Remarks:

This Form 4 was amended to correct the aggregate number of shares forfeited to pay the conversion price of the underlying SARs.

	/s/ Tara D. Mackey, attorney-in-fact for Daniel E. Berce	08/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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