Annual Statement of Changes in Beneficial Ownership (5)
21 March 2015 - 3:36AM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
*
PERRY DANA
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2. Issuer Name
and
Ticker or Trading Symbol
AZZ INC [AZZ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
2/28/2015
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(Street)
FORT WORTH, TX 76107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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COMMON STOCK
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5/31/2014
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M4
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3321
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A
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(1)
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500562
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D
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COMMON STOCK
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5/31/2014
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M4
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3206
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A
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(1)
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503768
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D
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COMMON STOCK
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5/31/2014
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M4
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5354
(2)
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A
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(1)
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509122
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D
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COMMON STOCK
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5/31/2014
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F4
(3)
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4437
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D
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$44.51
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504685
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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5/31/2014
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M4
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3321
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(4)
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(4)
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COMMON STOCK
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3321.0
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(1)
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3321
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D
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Restricted Stock Units
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5/31/2014
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M4
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3206
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(5)
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(5)
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COMMON STOCK
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3206.0
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(1)
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3206
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D
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Restricted Stock Units
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5/31/2014
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M4
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5354
(2)
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(6)
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(6)
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COMON STOCK
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5354.0
(2)
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(1)
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5354
(2)
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D
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Explanation of Responses:
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(
1)
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Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
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(
2)
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This grant was previously reported as 2,677 RSUs, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 28, 2012.
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(
3)
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The reporting person disposed of 4,437 shares of common stock to satisfy tax withholding obligations.
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(
4)
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In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 7, 2013 under the Amended and Restated AZZ incorporated 2005 Long Term Incentive Plan (the "2005 Plan") were accelerated to be fully vested.
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(
5)
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In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 3, 2014 under the 2005 Plan were accelerated to be fully vested.
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(
6)
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In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 1, 2012 under the 2005 Plan were accelerated to be fully vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PERRY DANA
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107
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X
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Signatures
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/s/ Tara D. Mackey, attorney-in-fact for Dana L. Perry
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3/20/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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