SEC Form 4 · accession 0000008947-16-000199
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tara D Mackey
Officer — Chief Legal Officer
Period of report
Apr 27, 2016
Accepted (ET)
Apr 29, 2016 · 4:45 pm EDT
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 | Apr 27, 2016 | M | 334 | $0.00 | A | 1,150 | D | |
| COMMON STOCK | Apr 27, 2016 | M | 380 | $0.00 | A | 1,530 | D | |
| COMMON STOCK | Apr 27, 2016 | F | 277 | $57.47 | D | 1,253 | D | |
| COMMON STOCKF2 | Apr 27, 2016 | M | 1 | $0.00 | A | 1,254 | D | |
| COMMON STOCKF3 | Apr 27, 2016 | M | 3 | $0.00 | A | 1,257 | D | |
| COMMON STOCK | Apr 27, 2016 | M | 334 | $0.00 | A | 1,591 | 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 | — | Apr 27, 2016 | M | 334 | D | — | — | COMMON STOCK $1.00 PAR VALUE | 334 | 666 | D |
| Restricted Stock UnitsF4,F7,F6 | — | Apr 27, 2016 | M | 334 | D | — | — | COMMON STOCK | 334 | 666 | D |
| Restricted Stock UnitsF4,F8,F6 | — | Apr 27, 2016 | M | 380 | D | — | — | COMMON STOCK | 380 | 758 | D |
| Restricted Stock UnitsF4,F9 | — | Apr 27, 2016 | A | 1,218 | A | — | — | COMMON STOCK | 1,218 | 1,218 | D |
| Performance Share UnitsF10,F11 | — | Apr 27, 2016 | A | 1,218 | A | — | — | COMMON STOCK | 1,218 | 1,218 | D |
Explanation of responses
- F1The reporting person disposed of 277 shares of common stock to satisfy tax withholding obligations.
- F10Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
- F11The 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, 2016 to February 28, 2019. 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.
- F2Represents the vesting of dividend equivalent rights accrued on 334 restricted stock units ("RSUs") granted on 11/6/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F3Represents the vesting of dividend equivalent rights accrued on 380 RSUs granted on 4/27/2015, which AZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F4Each RSU represents a contingent right to receive one share of AZZ common stock.
- F5The RSUs granted on 11/6/2015, vest over a three-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018, respectively.
- F6Once vested, the shares of common stock are not subject to expiration.
- F7The RSUs granted on 3/7/2016, vest over a three-year period with 1/3rd vesting on 4/27/2016, 4/27/2017 and 4/27/2018, respectively.
- F8The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
- F9The 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, beginning on 4/27/2017.