SEC Form 4 · accession 0000008947-16-000168
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chris M. Bacius
Officer — VP, Corporate Development
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | Mar 1, 2016 | M | 1,650 | $0.00 | A | 3,268 | D | |
| COMMON STOCK | Mar 1, 2016 | M | 28 | $0.00 | A | 3,296 | D | |
| COMMON STOCK | Mar 1, 2016 | M | 330 | $0.00 | A | 3,626 | D | |
| COMMON STOCK | Mar 1, 2016 | M | 6 | $0.00 | A | 3,632 | D | |
| COMMON STOCKF1 | Mar 1, 2016 | F | 375 | $52.68 | D | 3,257 | D | |
| COMMON STOCKF2,F3 | Mar 1, 2016 | F | 75 | $52.58 | D | 3,448 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5,F6 | — | Mar 1, 2016 | M | 1,650 | D | — | — | COMMON STOCK | 1,650 | 3,300 | D |
| Dividend Equivalent RightsF7 | — | Mar 1, 2016 | M | 28 | D | — | — | COMMON STOCK | 28 | 28 | D |
| Restricted Stock UnitsF4,F8,F6 | — | Mar 1, 2016 | M | 330 | D | — | — | COMMON STOCK | 330 | 660 | D |
| Dividend Equivalent RightsF9 | — | Mar 1, 2016 | M | 6 | D | — | — | COMMON STOCK | 6 | 6 | D |
Explanation of responses
- F1Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 1,650 RSUs and associated dividend equivalent rights.
- F2Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 330 RSUs and associated dividend equivalent rights.
- F3This number has been adjusted to reflect an additional 266 shares of AZZ common stock acquired by the reporting person prior to him becoming a Section 16 reporting person.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.
- F5The RSUs vested ratably over a two-year period beginning March 1, 2015. The award fully vested on March 1, 2016.
- F6Once vested, the shares of common stock are not subject to expiration.
- F7The settlement of dividend equivalent rights in connection with the vesting of 1,650 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date.
- F8The RSUs shall vest over a three year period with one-third of the RSUs vesting on each of the first, second and third anniversaries beginning March 1, 2015.
- F9The settlement of dividend equivalent rights in connection with the vesting of 330 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date.