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*
EMERY MATTHEW VARLEY

(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 Information & HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021
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
COMMON STOCK 05/04/2021 M 1,510 A $0 10,839 D
COMMON STOCK 05/04/2021 M 28(1) A $0 10,867 D
COMMON STOCK 05/04/2021 F 373(2) D $53.51 10,723(3) D
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 (4) 05/04/2021 M 1,510 (5) (6) COMMON STOCK 1,510 $0 3,021 D
Restricted Stock Units (4) 05/04/2021 A 2,684 (7) (7) COMMON STOCK 2,684 $0 2,684 D
Performance Share Units (8) 05/04/2021 A 2,684 (9) (9) COMMON STOCK 2,684 $0 2,684 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 373 shares of common stock to satisfy tax withholding obligations.
3. This number has been adjusted to include 229 shares of stock acquired by the reporting person pursuant to AZZ Inc.'s Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of July 1, 2019 through December 31, 2019. This transaction is exempt from Rule 16b-3(c).
4. Each RSU represents a contingent right to receive one share of AZZ common stock.
5. The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (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.
6. Once vested, the shares of common stock are not subject to expiration.
7. 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.
8. 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.
9. 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%.
Remarks:
/s/ Tara D. Mackey, attorney-in-fact for Matthew V. Emery 05/06/2021
** 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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