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SMITH A O CORP Director's Dealing 2015

Feb 18, 2015

30593_dirs_2015-02-18_60f2d8d1-bec6-4fce-8fb8-007f19a6ef58.zip

Director's Dealing

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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: KITA JOHN J (Executive Vice President & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-13 Common Stock M 9400 $62.775 Acquired 49067 Direct
2015-02-13 Common Stock M 8200 $21.558 Acquired 57267 Direct
2015-02-13 Common Stock M 24000 $22.058 Acquired 81267 Direct
2015-02-13 Common Stock F 21277 $62.775 Disposed 59990 Direct
2015-02-17 Common Stock S 10923 $62.126 Disposed 49067 Direct
2015-02-18 Common Stock S 4709 $62.2122 Disposed 44358 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-13 Restricted Stock Units $62.775 M 9400 Disposed Common Stock (9400) Direct
2015-02-13 Employee Stock Options (Right to Buy) $21.558 M 8200 Disposed 2021-02-07 Common Stock (8200) Direct
2015-02-13 Employee Stock Options (Right to Buy) $22.058 M 24000 Disposed 2021-05-01 Common Stock (24000) Direct

Footnotes

F1: 9,400 Restricted Stock Units were granted on 02/13/2012, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 9,400 Restricted Stock Units vested on 02/13/2015. As of result of vesting, the Company is obligated to deliver 9.400 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).

F3: The employee stock options were granted on 02/07/2011 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exercisable in three annual installments of 1/3 of the award starting on 02/07/2012.

F4: The employee stock options were granted on 05/01/2011 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exercisable in three annual installments of 1/3 of the award starting on 05/01/2012.