AZZ (AZZ) Form 4 AZZ / Tiffany Moseley 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^*

Moseley Tiffany

(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)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2023

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

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	(1)	08/08/2023		A		3,545		(2)	(3)	COMMON STOCK	3,545	$0	3,545	D
Performance Share Units	(4)	08/08/2023		A		3,545		(5)	(5)	COMMON STOCK	3,545	$0	3,545	D
Restricted Stock Units	(6)	08/08/2023		A		6,952		(7)	(3)	COMMON STOCK	6,952	$0	6,952	D

Explanation of Responses:

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

2. The RSUs are granted under AZZ's 2023 Long-Term Incentive Plan and vest over a three-year period with one-third of the RSUs vesting on 5/22/2024, 5/22/2025 and 5/22/2026.

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

4. 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.

5. Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle (3/1/2023 - 2/28/2026). The FY2024 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its executive compensation peer group. The maximum payout for the FY2024 PSUs is not to exceed 200%.

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

7. Pursuant to Ms. Moseley's offer letter of employment, she was granted a one time equity award of 6,952 RSUs on 8/8/2023 that will cliff vest in full on 5/22/2025.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Tiffany Moseley	08/09/2023
	** 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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