SMITH A O CORP — Director's Dealing 2015

Dec 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-12-18

Reporting Person: Vallett William L Jr (CEO, Lochinvar, LLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	1700	$76.88	Acquired	25700	Direct
2015-12-21	Common Stock	S	464	$77.293	Disposed	25236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-18	Restricted Stock Units	$76.88	M	1700	Disposed		Common Stock (1700)	Direct

Footnotes

F1: 1,700 Restricted Stock Units were granted on 12/18/2013, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 1,700 Restricted Stock Units vested on 12/18/2015. As of result of vesting, the Company is obligated to deliver 1,7000 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).