Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bacius Chris M.
  2. Issuer Name and Ticker or Trading Symbol
AZZ INC [AZZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Corporate Development
(Last)
(First)
(Middle)
ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(Street)

FORT WORTH, TX 76107
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 03/01/2016   M   1,650 A $ 0 3,268 D  
COMMON STOCK 03/01/2016   M   28 A $ 0 3,296 D  
COMMON STOCK 03/01/2016   M   330 A $ 0 3,626 D  
COMMON STOCK 03/01/2016   M   6 A $ 0 3,632 D  
COMMON STOCK 03/01/2016   F   375 (1) D $ 52.68 3,257 D  
COMMON STOCK 03/01/2016   F   75 (2) D $ 52.58 3,448 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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  

Signatures

 /s/ Tara D. Mackey, attorney-in-fact for Chris M. Bacius   03/03/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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