Statement of Changes in Beneficial Ownership (4)
21 May 2021 - 8:12AM
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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3235-0287
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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
*
FERGUSON THOMAS E |
2. Issuer Name and Ticker or Trading Symbol
AZZ INC
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AZZ
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2021 |
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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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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 | 5/18/2021 | | M | | 4762 | A | $0 | 120167 | D | |
| COMMON STOCK | 5/18/2021 | | M | | 231 (1) | A | $0 | 120398 | D | |
| COMMON STOCK | 5/18/2021 | | F | | 1964 (2) | D | $54.04 | 118434 | D | |
| COMMON STOCK | 5/18/2021 | | M | | 18284 (3) | A | $0 | 136718 | D | |
| COMMON STOCK | 5/18/2021 | | M | | 889 (4) | A | $0 | 137607 | D | |
| COMMON STOCK | 5/18/2021 | | F | | 7544 (5) | D | $54.04 | 130063 | 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 | (6) | 5/18/2021 | | M | | | 4762 | (7) | (8) | COMMON STOCK | 4762.0 | $0 | 0 | D | |
| Performance Share Units | (9) | 5/18/2021 | | M | | | 18284 (3) | (10) | (8) | COMMON STOCK | 18284.0 (3) | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Represents the vesting of dividend equivalent rights that accrued on 4,762 RSUs granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock. |
| (2) | The reporting person disposed of 1,964 shares of common stock to satisfy tax withholding obligations on the vesting of 4,993 RSUs and dividend equivalents. |
| (3) | Represents the number of shares acquired by the reporting person upon the vesting of performance share units ("PSUs") granted on 5/18/2018. This number represents 14,285 target PSUs and 3,999 additional PSUs earned based upon the achievement of 128% of pre-established performance goals during the performance cycle. |
| (4) | Represents the vesting of dividend equivalent rights that accrued on the target PSUs of 14,285 granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock. |
| (5) | The reporting person disposed of 7,544 shares of common stock to satisfy tax withholding obligations on the vesting of 19,173 PSUs and dividend equivalents. |
| (6) | Each RSU represents a contingent right to receive one share of AZZ common stock. |
| (7) | The RSUs were 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 which was 5/18/2018. |
| (8) | Once vested, the shares of AZZ common stock are not subject to expiration. |
| (9) | The PSUs represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. |
| (10) | The PSUs were granted under the 2014 Plan and had a three-year performance cycle (3/1/2018 - 2/28/21) and vested upon the achievement of certain pre-established performance goals. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FERGUSON THOMAS E
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107 | X |
| President and CEO |
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Signatures
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| /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson | | 5/20/2021 |
| **Signature of Reporting Person | Date |
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