SEC Form 4 · accession 0000008947-18-000087
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
May 18, 2018
Accepted (ET)
May 22, 2018 · 7:02 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 | May 18, 2018 | M | 1,489 | $0.00 | A | 57,472 | D | |
| COMMON STOCKF1 | May 18, 2018 | M | 34 | $0.00 | A | 57,506 | D | |
| COMMON STOCKF2 | May 18, 2018 | F | 407 | $42.00 | D | 57,099 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF3,F4 | — | May 18, 2018 | M | 1,489 | D | — | — | COMMON STOCK | 1,489 | 0 | D |
| Performance Share UnitsF3,F5 | — | May 18, 2018 | A | 14,285 | A | — | — | COMMON STOCK | 14,285 | 14,285 | D |
| Restricted Stock UnitsF6,F7 | — | May 18, 2018 | A | 14,285 | A | — | — | COMMON STOCK | 14,285 | 14,285 | D |
Explanation of responses
- F1Represents the vesting of dividend equivalent rights accrued on 1,489 performance share units ("PSUs") 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 PSUs vest.
- F2The Reporting Owner disposed of 407 shares of AZZ common stock to satisfy tax withholding obligations.
- F3Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
- F4Represents the number of shares acquired by the Reporting Owner upon the vesting of PSUs granted on Arpil 27, 2015. The Reporting Owner earned 16% of the target award based on the achievement of certain pre-established performance goals during the performance cycle.
- F5Represents 100% of the target number of PSUs that will be earned, if at all, based upon the achievement of certain pre-established performance goals during the 3-year performance cycle (3/1/2018 - 2/28/2021), which is subject to a 25% total shareholder return ("TSR") modifier that may be applied if AZZ's TSR ranks in the top quartile relative to the TSR generated by each company in AZZ's industry peer group and a 25% decrease if AZZ's TSR is in the bottom quartile relative to its industry peer group..
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.
- F7The RSUs are granted under AZZ's 2014 Long Term Incentive 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 5/18/2019.