FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EMERY MATTHEW VARLEY 		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 Information & HR Officer
(Last)          (First)          (Middle)

ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2017
(Street)

FORT WORTH, TX 76107
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/27/2017     M    310   A $0   3696   D    
COMMON STOCK   4/27/2017     M    290   A $0   3986   D    
COMMON STOCK   4/27/2017     M    6   (1) A $0   3992   D    
COMMON STOCK   4/27/2017     M    2   (2) A $0   3994   D    
COMMON STOCK   4/27/2017     F    159   (3) D $60.20   3835   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 4/27/2017     M         310      (5)   (6) COMMON STOCK   310.0   $0   310   D    
Restricted Stock Units     (4) 4/27/2017     M         290      (7)   (6) COMMON STOCK   290.0   $0   580   D    
Restricted Stock Units     (4) 4/27/2017     A      1245         (8)   (8) COMMON STOCK   1245.0   $0   1245   D    
Performance Share Units     (9) 4/27/2017     A      1245         (10)   (10) COMMON STOCK   1245.0   $0   1245   D    

Explanation of Responses:
(1)  Represents the vesting of dividend equivalent rights accrued on 310 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.
(2)  Represents the vesting of dividend equivalent rights accrued on 290 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.
(3)  The reporting person disposed of 159 shares of common stock to satisfy tax withholding obligations.
(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 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 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EMERY MATTHEW VARLEY
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107

Chief Information & HR Officer

Signatures
/s/ Tara D. Mackey, attorney-in-fact for Matthew V. Emery 5/1/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
AZZ (NYSE:AZZ)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more AZZ Charts.
AZZ (NYSE:AZZ)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more AZZ Charts.