SEC Form 4 · accession 0000008947-18-000062
AZZ INC · AZZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Wesley Fehlman
Officer — SVP & CFO
Period of report
Apr 27, 2018
Accepted (ET)
May 1, 2018 · 6:01 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 | 948 | $0.00 | A | 10,235 | D | |
| COMMON STOCK | Apr 27, 2018 | M | 797 | $0.00 | A | 11,032 | D | |
| COMMON STOCK | Apr 27, 2018 | M | 761 | $0.00 | A | 11,793 | D | |
| COMMON STOCK | Apr 27, 2018 | M | 255 | $0.00 | A | 12,048 | D | |
| COMMON STOCKF1 | Apr 27, 2018 | M | 32 | $0.00 | A | 12,080 | D | |
| COMMON STOCKF2 | Apr 27, 2018 | M | 17 | $0.00 | A | 12,097 | D | |
| COMMON STOCKF3 | Apr 27, 2018 | M | 8 | $0.00 | A | 12,105 | D | |
| COMMON STOCKF4 | Apr 27, 2018 | M | 2 | $0.00 | A | 12,107 | D | |
| COMMON STOCKF5 | Apr 27, 2018 | F | 676 | $45.75 | D | 11,431 | 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 UnitsF6,F7,F8 | — | Apr 27, 2018 | M | 948 | D | — | — | COMMON STOCK | 948 | 0 | D |
| Restricted Stock UnitsF6,F9,F8 | — | Apr 27, 2018 | M | 797 | D | — | — | COMMON STOCK | 797 | 798 | D |
| Restricted Stock UnitsF6,F10,F8 | — | Apr 27, 2018 | M | 761 | D | — | — | COMMON STOCK | 761 | 1,523 | D |
| Restricted Stock UnitsF6,F11,F8 | — | Apr 27, 2018 | M | 255 | D | — | — | COMMON STOCK | 255 | 510 | D |
Explanation of responses
- F1Represents the vesting of dividend equivalent rights accrued on 948 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 granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.
- F11The RSUs granted on 7/11/2017, vest over a 3-year period with 1/3rd vesting on 4/27/2018, 4/27/2019 and 4/27/2020.
- F2Represents the vesting of dividend equivalent rights accrued on 797 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 761 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.
- F4Represents the vesting of dividend equivalent rights accrued on 255 RSUs granted on 7/11/2017, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
- F5The reporting person disposed of 676 shares of common stock to satisfy tax withholding obligations.
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.
- F7The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
- F8Once vested, the shares of common stock are not subject to expiration.
- F9The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.