SEC Form 4 · accession 0000008947-18-000059
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, 2018
Accepted (ET)
May 1, 2018 · 6:00 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, 2018 | M | 3,103 | $0.00 | A | 52,735 | D | |
| COMMON STOCK | Apr 27, 2018 | M | 2,610 | $0.00 | A | 55,345 | D | |
| COMMON STOCK | Apr 27, 2018 | M | 2,491 | $0.00 | A | 57,836 | D | |
| COMMON STOCKF1 | Apr 27, 2018 | M | 104 | $0.00 | A | 57,940 | D | |
| COMMON STOCKF2 | Apr 27, 2018 | M | 58 | $0.00 | A | 57,998 | D | |
| COMMON STOCKF3 | Apr 27, 2018 | M | 27 | $0.00 | A | 58,025 | D | |
| COMMON STOCKF4 | Apr 27, 2018 | F | 2,042 | $45.75 | D | 55,983 | 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 UnitsF5,F6,F7 | — | Apr 27, 2018 | M | 3,103 | D | — | — | COMMON STOCK | 3,103 | 0 | D |
| Restricted Stock UnitsF5,F8,F7 | — | Apr 27, 2018 | M | 2,610 | D | — | — | COMMON STOCK | 2,610 | 2,610 | D |
| Restricted Stock UnitsF5,F9,F7 | — | Apr 27, 2018 | M | 2,491 | D | — | — | COMMON STOCK | 2,491 | 4,984 | D |
Explanation of responses
- F1Represents the vesting of dividend equivalent rights accrued on 3,103 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.
- 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.
- F3Represents the vesting of dividend equivalent rights accrued on 2,491 RSUs granted on 4/27/2017, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F4The reporting person disposed of 2,042 shares of common stock to satisfy tax withholding obligations.
- F5Each RSU represents a contingent right to receive one share of AZZ common stock.
- F6The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
- F7Once vested, the shares of common stock are not subject to expiration.
- F8The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.
- F9The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.