SEC Form 4 · accession 0000008947-16-000203
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Varley Emery
Officer — VP CHIEF INFORMATION OFFICER
Period of report
Apr 27, 2016
Accepted (ET)
Apr 29, 2016 · 4:47 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 | 311 | $0.00 | A | 2,257 | D | |
| COMMON STOCK | Apr 27, 2016 | F | 82 | $57.47 | D | 2,175 | D | |
| COMMON STOCKF2 | Apr 27, 2016 | M | 2 | $0.00 | A | 2,177 | 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 UnitsF3,F4,F5 | — | Apr 27, 2016 | M | 311 | D | — | — | COMMON STOCK | 311 | 620 | D |
| Restricted Stock UnitsF3,F6 | — | Apr 27, 2016 | A | 870 | A | — | — | COMMON STOCK | 870 | 870 | D |
| Performance Share UnitsF7,F8 | — | Apr 27, 2016 | A | 870 | A | — | — | COMMON STOCK | 870 | 870 | D |
Explanation of responses
- F1The reporting person disposed of 82 shares of common stock to satisfy tax withholding obligations.
- F2Represents the vesting of dividend equivalent rights accrued on 311 restricted stock units ("RSUs") granted on 4/27/2015, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F3Each RSU represents a contingent right to receive one share of AZZ common stock.
- F4The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
- F5Once vested, the shares of common stock are not subject to expiration.
- F6The 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.
- F7Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
- F8The 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.