Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Fehlman Paul Wesley	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) SVP & CFO
(Last)          (First)          (Middle) ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 4/27/2020
(Street) FORT WORTH, TX 76107 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/27/2020		M		762	A	$0	16299	D
COMMON STOCK	4/27/2020		M		255	A	$0	16554	D
COMMON STOCK	4/27/2020		M		31 (1)	A	$0	16585	D
COMMON STOCK	4/27/2020		M		10 (2)	A	$0	16595	D
COMMON STOCK	4/27/2020		F		300 (3)	D	$28.59	16295	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	4/27/2020		M			762	(5)	(6)	COMMON STOCK	762.0	$0	0	D
Restricted Stock Units	(4)	4/27/2020		M			255	(7)	(6)	COMMON STOCK	255.0	$0	0	D

Explanation of Responses:
(1)	Represents the vesting of dividend equivalent rights accrued on 762 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.
(2)	Represents 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.
(3)	The reporting person disposed of 300 shares of common stock to satisfy tax withholding obligations.
(4)	Each RSU represents a contingent right to receive one share of AZZ common stock.
(5)	The RSUs granted on 4/27/2017, vest ratably over a 3-year period beginning on 4/27/2018.
(6)	Once vested, the shares of common stock are not subject to expiration.
(7)	The 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fehlman Paul Wesley ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX 76107			SVP & CFO

Signatures
/s/ Tara D. Mackey, attorney-in-fact for Paul W. Fehlman		4/29/2020
**Signature of Reporting Person		Date