Statement of Changes in Beneficial Ownership (4)
06 Mai 2022 - 10:44PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
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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)
5/4/2022 |
(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 | 5/4/2022 | | M | | 1510 | A | $0 | 18482 | D | |
COMMON STOCK | 5/4/2022 | | M | | 48 (1) | A | $0 | 18530 | D | |
COMMON STOCK | 5/4/2022 | | F | | 520 (2) | D | $47.67 | 18010 | D | |
COMMON STOCK | 5/4/2022 | | M | | 1012 | A | $0 | 19022 | D | |
COMMON STOCK | 5/4/2022 | | M | | 9 (3) | A | $0 | 19031 | D | |
COMMON STOCK | 5/4/2022 | | F | | 329 (2) | D | $47.67 | 18702 | 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 | (4) | 5/4/2022 | | M | | | 1510 | (5) | (6) | COMMON STOCK | 1510.0 | $0 | 1510 | D | |
Restricted Stock Units | (4) | 5/4/2022 | | M | | | 1012 | (7) | (6) | COMMON STOCK | 1012.0 | $0 | 2025 | D | |
Explanation of Responses: |
(1) | This represents the vesting of dividend equivalent rights accrued on 1,510 restricted stock units ("RSUs") granted on 5/4/2021, 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 shares of AZZ common stock to satisfy tax withholding obligations. |
(3) | This represents the vesting of dividend equivalent rights accrued on 1,012 RSUs granted on 5/4/2021, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest. |
(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 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 AZZ's 2014 Long Term Incentive 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. |
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 | | 5/6/2022 |
**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. |
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