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)
04/27/2018
(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 04/27/2018   M   379 A $ 0 6,415 D  
COMMON STOCK 04/27/2018   M   406 A $ 0 6,821 D  
COMMON STOCK 04/27/2018   M   415 A $ 0 7,236 D  
COMMON STOCK 04/27/2018   M   12 (1) A $ 0 7,248 D  
COMMON STOCK 04/27/2018   M   9 (2) A $ 0 7,257 D  
COMMON STOCK 04/27/2018   M   4 (3) A $ 0 7,261 D  
COMMON STOCK 04/27/2018   F   332 (4) D $ 45.75 6,929 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 (5) 04/27/2018   M     379   (6)   (7) COMMON STOCK 379 $ 0 0 D  
Restricted Stock Units (5) 04/27/2018   M     406   (8)   (7) COMMON STOCK 406 $ 0 406 D  
Restricted Stock Units (5) 04/27/2018   M     415   (9)   (7) COMMON STOCK 415 $ 0 830 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   05/01/2018
**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) Represents the vesting of dividend equivalent rights accrued on 379 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.
(2) Represents the vesting of dividend equivalent rights accrued on 406 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.
(3) Represents the vesting of dividend equivalent rights accrued on 415 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.
(4) The reporting person disposed of 332 shares of common stock to satisfy tax withholding obligations.
(5) Each RSU represents a contingent right to receive one share of AZZ common stock.
(6) The RSUs granted on 4/27/2015, vest ratably over a 3-year period beginning on 4/27/2016.
(7) Once vested, the shares of common stock are not subject to expiration.
(8) The RSUs granted on 4/27/2016, vest ratably over a 3-year period beginning on 4/27/2017.
(9) The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.

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