SMITH A O CORP — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-05-16

Reporting Person: JONES PAUL W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-16	Common Stock	M	80400	$34.923	Acquired	285067	Direct
2016-05-16	Common Stock	S	80400	$78.7732	Disposed	204667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Employee Stock Options (Right to Buy)	$34.923	M	80400	Disposed	2023-02-11	Common Stock (80400)	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 become exercisable in three annual installments of 1/3 of the award starting on 02/11/2014.