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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 03/01/2016 | M | 1,650 | (5) | (6) | COMMON STOCK | 1,650 | $ 0 | 3,300 | D | ||||
Dividend Equivalent Rights | (7) | 03/01/2016 | M | 28 | (7) | (7) | COMMON STOCK | 28 | $ 0 | 28 | D | ||||
Restricted Stock Units | (4) | 03/01/2016 | M | 330 | (8) | (6) | COMMON STOCK | 330 | $ 0 | 660 | D | ||||
Dividend Equivalent Rights | (9) | 03/01/2016 | M | 6 | (9) | (9) | COMMON STOCK | 6 | $ 0 | 6 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bacius Chris M. ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX 76107 |
VP, Corporate Development |
/s/ Tara D. Mackey, attorney-in-fact for Chris M. Bacius | 03/03/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 1,650 RSUs and associated dividend equivalent rights. |
(2) | Shares disposed of represent withholding to satisfy a tax obligation upon the vesting of 330 RSUs and associated dividend equivalent rights. |
(3) | This number has been adjusted to reflect an additional 266 shares of AZZ common stock acquired by the reporting person prior to him becoming a Section 16 reporting person. |
(4) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock. |
(5) | The RSUs vested ratably over a two-year period beginning March 1, 2015. The award fully vested on March 1, 2016. |
(6) | Once vested, the shares of common stock are not subject to expiration. |
(7) | The settlement of dividend equivalent rights in connection with the vesting of 1,650 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date. |
(8) | The RSUs shall vest over a three year period with one-third of the RSUs vesting on each of the first, second and third anniversaries beginning March 1, 2015. |
(9) | The settlement of dividend equivalent rights in connection with the vesting of 330 RSUs. The rights accrued as dividends represent a contingent right to receive one share of AZZ common stock. These vest and settle at the same time and on the same terms and conditions as the underlying RSUs to which they relate. There is no expiration date. |