Statement of Changes in Beneficial Ownership (4)
07 May 2021 - 7:03AM
Edgar (US Regulatory)
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
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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
*
Hill Gary L. |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO - Infrastructure Solutions |
(Last)
(First)
(Middle)
ONE MUSEUM PLACE, 3100 W. 7TH STREET, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2021 |
(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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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK | 5/4/2021 | | M | | 1510 | A | $0 | 15568 | D | |
COMMON STOCK | 5/4/2021 | | M | | 28 (1) | A | $0 | 15596 | D | |
COMMON STOCK | 5/4/2021 | | F | | 466 (2) | D | $53.51 | 15130 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (3) | 5/4/2021 | | M | | 1510 | | (4) | (5) | COMMON STOCK | 1510.0 | $0 | 3021 | D | |
Restricted Stock Units | (3) | 5/4/2021 | | A | | 3037 | | (6) | (6) | COMMON STOCK | 3037.0 | $0 | 3037 | D | |
Performance Share Units | (7) | 5/4/2021 | | A | | 3037 | | (8) | (8) | COMMON STOCK | 3037.0 | $0 | 3037 | D | |
Explanation of Responses: |
(1) | Represents the vesting of dividend equivalent rights accrued on 1,510 restricted stock units ("RSUs") granted on 5/4/2020, 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) | The reporting person disposed of 466 shares of common stock to satisfy tax withholding obligations. |
(3) | Each RSU represents a contingent right to receive one share of AZZ common stock. |
(4) | The RSUs are granted un the 2014 Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/4/2021. |
(5) | Once vested, the shares of common stock are not subject to expiration. |
(6) | The RSUs are granted under the 2014 Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/4/2022. |
(7) | 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. |
(8) | Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle. The FY2022 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its industry peer group. The maximum payout for the FY2022 PSUs is not to exceed 200%. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hill Gary L. ONE MUSEUM PLACE 3100 W. 7TH STREET, SUITE 500 FORT WORTH, TX 76107 |
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| COO - Infrastructure Solutions |
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Signatures
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/s/ Tara D. Mackey, attorney-in-fact for Gary L. Hill | | 5/6/2021 |
**Signature of Reporting Person | Date |
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