SMITH A O CORP — Director's Dealing 2016

May 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-05-24

Reporting Person: Lauber Charles T (SVP, Strategy & Corporate Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	M	1334	$21.558	Acquired	13324	Direct
2016-05-24	Common Stock	M	2000	$34.923	Acquired	15324	Direct
2016-05-24	Common Stock	F	2262	$81.83	Disposed	13062	Direct
2016-05-25	Common Stock	S	1072	$83.5439	Disposed	11990	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-24	Employee Stock Options (Right to Buy)	$21.558	M	1334	Disposed	2021-02-07	Common Stock (1334)	Direct
2016-05-24	Employee Stock Options (Right to Buy)	$34.923	M	2000	Disposed	2023-02-11	Common Stock (2000)	Direct

Footnotes

F1: 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.

F2: 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.