SEC Form 4 · accession 0000008947-17-000062
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, 2017
Accepted (ET)
May 1, 2017 · 7:54 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 | 776 | $0.00 | A | 33,635 | D | |
| COMMON STOCK | Apr 27, 2017 | M | 652 | $0.00 | A | 34,287 | D | |
| COMMON STOCKF1 | Apr 27, 2017 | M | 15 | $0.00 | A | 34,302 | D | |
| COMMON STOCKF2 | Apr 27, 2017 | M | 5 | $0.00 | A | 34,307 | D | |
| COMMON STOCKF3 | Apr 27, 2017 | F | 381 | $60.20 | D | 33,926 | 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 | 776 | D | — | — | COMMON STOCK | 776 | 776 | D |
| Restricted Stock UnitsF4,F7,F6 | — | Apr 27, 2017 | M | 652 | D | — | — | COMMON STOCK | 652 | 1,305 | D |
| Performance Share UnitsF8,F9 | — | Apr 27, 2017 | A | 1,868 | A | — | — | COMMON STOCK | 1,868 | 1,868 | D |
| Restricted Stock UnitsF4,F10 | — | Apr 27, 2017 | A | 1,868 | A | — | — | COMMON STOCK | 1,868 | 1,869 | D |
Explanation of responses
- F1Represents the vesting of dividend equivalent rights accrued on 776 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 RSUs are granted under AZZ's 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.
- F2Represents the vesting of dividend equivalent rights accrued on 652 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 381 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.
- F8Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
- F9The PSUs are issued under AZZ's 2014 Long Term Incentive Plan (the "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.