SMITH A O CORP — Director's Dealing 2015

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2015-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-05	Common Stock	M	11700	$11.88	Acquired	51795	Direct
2015-02-05	Common Stock	S	11700	$61.2537	Disposed	40095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-05	Employee Stock Option (Right to Buy)	$11.88	M	11700	Disposed	2018-02-11	Common Stock (11700)	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $61.11 to $61.43. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F2: This employee stock option was granted on 02/11/2008 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The option became exercisable in three annual installments of 1/3 of the award starting on 02/11/2009.