Tara D Mackey - 18 May 2021 Form 4 Insider Report for AZZ INC (AZZ)

Role: Chief Legal Officer
Signature: Tara D Mackey
Issuer symbol: AZZ
Transactions as of: 18 May 2021
Net transactions value: -$79,385
Form type: 4
Filing time: 20 May 2021, 18:13:08 UTC
Next filing: 24 May 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+1,191	+12%	$0.000000	10,997	18 May 2021	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+57	+0.52%	$0.000000	11,054	18 May 2021	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	$16,374	-303	-2.7%	$54.04	10,751	18 May 2021	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+4,570	+43%	$0.000000	15,321	18 May 2021	Direct	F3
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+222	+1.4%	$0.000000	15,543	18 May 2021	Direct	F4
transaction	AZZ	COMMON STOCK	Tax liability	$63,011	-1,166	-7.5%	$54.04	14,377	18 May 2021	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AZZ	Restricted Stock Units	Options Exercise	$0	-1,191	-100%	$0.000000^*	0	18 May 2021	COMMON STOCK	1,191		Direct	F6, F7, F8
transaction	AZZ	Performance Share Units	Options Exercise	$0	-4,570	-100%	$0.000000^*	0	18 May 2021	COMMON STOCK	4,570		Direct	F3, F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting of dividend equivalent rights that accrued on 1,191 restricted stock units ("RSUs") granted on 5/18/2018, which AZZ has been settled in shares of AZZ common stock.
F2	The reporting person disposed of 303 shares of common stock to satisfy tax withholding obligations on the vesting of 1,245 RSUs and dividend equivalents.
F3	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 3,571 target PSUs and 999 additional PSUs earned based upon the achievement of 128% of pre-established performance goals during the performance cycle.
F4	Represents the vesting of dividend equivalent rights that accrued on the target PSUs of 3,571 granted on 5/18/2018, which has been settled in shares of AZZ common stock.
F5	The reporting person disposed of 1,166 shares of common stock to satisfy tax withholding obligations on the vesting of 4,792 PSUs and dividend equivalents.
F6	Each RSU represents a contingent right to receive one share of AZZ common stock.
F7	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.
F8	Once vested, the shares of common stock are not subject to expiration.
F9	The PSUs represent a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
F10	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.