SEC Form 4 · accession 0000008947-17-000059
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Ferguson
Officer — President and CEO · Director
Period of report
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 7:53 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, 2017 | M | 3,104 | $0.00 | A | 42,927 | D | |
| COMMON STOCK | Apr 27, 2017 | M | 2,610 | $0.00 | A | 45,537 | D | |
| COMMON STOCKF1 | Apr 27, 2017 | M | 62 | $0.00 | A | 45,599 | D | |
| COMMON STOCKF2 | Apr 27, 2017 | M | 22 | $0.00 | A | 45,621 | D | |
| COMMON STOCKF3 | Apr 27, 2017 | F | 1,584 | $60.20 | D | 44,037 | 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, 2017 | M | 3,104 | D | — | — | COMMON STOCK | 3,104 | 3,103 | D |
| Performance Share UnitsF4,F7,F6 | — | Apr 27, 2017 | M | 2,610 | D | — | — | COMMON STOCK | 2,610 | 5,220 | D |
| Restricted Stock UnitsF4,F8 | — | Apr 27, 2017 | A | 7,475 | A | — | — | COMMON STOCK | 7,475 | 7,475 | D |
| Performance Share UnitsF9,F10 | — | Apr 27, 2017 | A | 7,475 | A | — | — | COMMON STOCK | 7,475 | 7,475 | D |
Explanation of responses
- F1Represents the vesting of dividend equivalent rights accrued on 3,104 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.
- F10The 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 target average adjusted return on assets from March 1, 2017 to February 28, 2020. 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 3-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 2,610 RSUs granted on 4/27/2016, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F3The reporting person disposed of 1,584 shares of common stock to satisfy tax withholding obligations.
- F4Each RSU represents a contingent right to receive one share of AZZ common stock.
- F5The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
- F6Once vested, the shares of common stock are not subject to expiration.
- F7The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.
- F8The RSUs are granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 4/27/2018.
- F9Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.