SMITH A O CORP — Director's Dealing 2015

Apr 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-04-14

Reporting Person: SMITH BRUCE M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-14	Restricted Stock Units	$65.145	A	1689	Acquired		Common Stock (1689)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7946	Direct
Common Stock	1200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	226982	Indirect

Footnotes

F1: Shares deferred under the A. O. Smith Nonqualified Deferred Compensation Plan.

F2: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F3: Payment of portion of retainer in Restricted Stock Units under the A. O. Smith Nonqualified Deferred Compensation Plan based on the market price of the Common Stock on April 14, 2015.

F4: The Plan permits the participant to defer receipt of the award, and Mr. Smith has made a deferral.

F5: The Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received was 161 units of Restricted Stock Units.

F6: 1 for 1.

F7: Convertible at any time into Common Stock.

F8: None.