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

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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 * FERGUSON THOMAS E	2. Issuer Name and Ticker or Trading Symbol AZZ INC [ AZZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/4/2021
(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	5/4/2021		M		9061	A	$0	118855	D
COMMON STOCK	5/4/2021		M		173 (1)	A	$0	119028	D
COMMON STOCK	5/4/2021		F		3623 (2)	D	$53.51	115405	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	(3)	5/4/2021		M			9061	(4)	(5)	COMMON STOCK	9061.0	$0	18123	D
Restricted Stock Units	(3)	5/4/2021		A		17500		(6)	(6)	COMMON STOCK	17500.0	$0	17500	D
Performance Share Units	(7)	5/4/2021		A		17500		(8)	(8)	COMMON STOCK	17500.0	$0	17500	D

Explanation of Responses:
(1)	Represents the vesting of dividend equivalent rights accrued on 9,061 restricted stock units ("RSUs") granted on 5/4/2020, 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)	The reporting person disposed of 3,623 shares of common stock to satisfy tax withholding obligations.
(3)	Each RSU represents a contingent right to receive one share of AZZ common stock.
(4)	The RSUs are granted under AZZ's 2014 Long Term Incentive Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/4/2021.
(5)	Once vested, the shares of common stock are not subject to expiration.
(6)	The RSUs are granted under the 2014 Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/4/2022.
(7)	Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
(8)	Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle. The FY2022 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its industry peer group. The maximum payout for the FY2022 PSUs is not to exceed 200%.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FERGUSON THOMAS E ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX 76107	X		President and CEO

Signatures
/s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson		5/6/2021
**Signature of Reporting Person		Date