SMITH A O CORP — Director's Dealing 2016

Aug 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-07-29

Reporting Person: BROUWER WILFRIDUS M (President - AOSHBSRL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-29	Common Stock	M	2467	$34.923	Acquired	19449	Direct
2016-07-29	Common Stock	M	3733	$46.47	Acquired	23182	Direct
2016-07-29	Common Stock	S	6200	$93.2901	Disposed	16982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-29	Employee Stock Options (Right to Buy)	$34.923	M	2467	Disposed	2023-02-11	Common Stock (2467)	Direct
2016-07-29	Employee Stock Options (Right to Buy)	$46.47	M	3733	Disposed	2024-02-10	Common Stock (3733)	Direct

Footnotes

F1: The employee stock options were granted on 02/11/2013 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 02/11/2014.

F2: The employee stock options were granted on 02/10/2014 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 02/10/2015.