SMITH A O CORP — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-02-13

Reporting Person: Wheeler Kevin J. (Senior VP & President and GM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	2600	$62.775	Acquired	4898	Direct
2015-02-18	Common Stock	S	850	$62.209	Disposed	4048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Restricted Stock Units	$62.775	M	2600	Acquired		Common Stock (2600)	Direct

Footnotes

F1: 2,600 Restricted Stock Units were granted on 02/13/2012, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 2,600 Restricted Stock Units vested on 02/13/2015. As of result of vesting, the Company is obligated to deliver 2,600 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).