SMITH A O CORP — Director's Dealing 2015

Feb 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-02-09

Reporting Person: BEDNAR RANDALL S (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	G	500	—	Disposed	39595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-09	Employee Stock Options (Right to Buy)	$61.53	A	4950	Acquired	2025-02-09	Common Stock (4950)	Direct
2015-02-09	Restricted Stock Units	$61.53	A	1380	Acquired		Common Stock (1380)	Direct

Footnotes

F1: The employee stock options were granted on 02/09/2015 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/09/2016.

F2: The restricted stock units were granted on 02/09/2015 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/09/2018.