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
                      

1. Name and Address of Reporting Person *

Lavelle Ken
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)
President & GM - Electrical
(Last)          (First)          (Middle)

ONE MUSEUM PLACE, SUITE 500, 3100 W. 7TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2022
(Street)

FORT WORTH, TX 76107
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/22/2022  M  4421 A$0 22441 D  
COMMON STOCK 5/22/2022  M  212 (1)A$0 22653 D  
COMMON STOCK 5/22/2022  F  1498 (2)D$43.43 21155 D  
COMMON STOCK 5/22/2022  M  957 A$0 22112 D  
COMMON STOCK 5/22/2022  M  46 (3)A$0 22158 D  
COMMON STOCK 5/22/2022  F  324 (4)D$43.43 21834 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units  (5)5/22/2022  M     4421 (6)  (7) (8)COMMON STOCK 4421.0 $0 0 D  
Restricted Stock Units  (9)5/22/2022  M     957   (10) (8)COMMON STOCK 957.0 $0 0 D  

Explanation of Responses:
(1) Represents the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 2,871 granted on 5/22/2019, which AZZ has settled in shares of AZZ common stock.
(2) The reporting person disposed of 1,498 shares of common stock to satisfy tax withholding obligations.
(3) Represents the vesting of dividend equivalent rights accrued on 957 restricted stock units ("RSUs") granted on 5/22/2019, which AZZ has elected to pay in shares of AZZ common stock.
(4) The reporting person disposed of 324 shares of common stock to satisfy tax withholding obligations.
(5) Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
(6) Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/22/2019. This number represents 2,871 target PSUs and 1,550 additional PSUs earned based upon the achievement of 154% of pre-established performance goals during the performance cycle.
(7) The PSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and had a three-year performance cycle (3/1/2019- 2/28/2022).
(8) Once vested, the shares of common stock are not subject to expiration.
(9) Each RSU represents a contingent right to receive one share of AZZ common stock.
(10) The RSUs were 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, which was 5/22/2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lavelle Ken
ONE MUSEUM PLACE, SUITE 500
3100 W. 7TH STREET
FORT WORTH, TX 76107


President & GM - Electrical

Signatures
/s/ Tara D. Mackey, attorney-in-fact for Ken Lavelle5/24/2022
**Signature of Reporting PersonDate


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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