SEC Form 4 · accession 0000008947-15-000045
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy E Pendley
Officer — SVP GALVANIZING
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008947
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Apr 27, 2015 | A | 2,328 | A | — | — | COMMON STOCK | 2,328 | 7,313 | D |
| Performance Share UnitsF3,F4 | — | Apr 27, 2015 | A | 2,328 | A | — | — | COMMON STOCK | 2,328 | 2,328 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.
- F2The 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.
- F3Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. The number of PSUs reported reflects the target award amount.
- F4The PSUs are issued under AZZ's 2014 Plan. The PSUs will vest and become payable, if at all, on the third anniversary from the date of grant, ranging from 0% to 200% based on AZZ achieving a 8.5% target average adjusted return on assets from March 1, 2015 to February 28, 2018. Actual payout will be subject to a multiplier up to a maximum of 250% of the target award if AZZ's total shareholder return for the three year period ranks within the top quartile relative to each company in a custom industry peer group for the same period up.