SMITH A O CORP — Director's Dealing 2015

Dec 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-12-11

Reporting Person: Ding Wei (Pres.AOSCIC; Manager AOSCWHC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	5000	$77.875	Acquired	5000	Direct
2015-12-11	Common Stock	S	1375	$77.5796	Disposed	3625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-10	Restricted Stock Units	$77.875	M	5000	Disposed		Common Stock (5000)	Direct

Footnotes

F1: 5,000 Restricted Stock Units were granted on 12/10/2012, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 5,000 Restricted Stock Units vested on 12/10/2015. As of result of vesting, the Company is obligated to deliver 5,000 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).