SMITH A O CORP — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-05-02

Reporting Person: Ding Wei (Pres. AOSCIC; Manager AOSCWHC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	1533	$34.923	Acquired	6182	Direct
2016-05-02	Common Stock	M	2000	$46.47	Acquired	8182	Direct
2016-05-02	Common Stock	S	3533	$78.1251	Disposed	4649	Direct
2016-05-02	Common Stock	S	4649	$78.1889	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Employee Stock Options (Right to Buy)	$34.923	M	1533	Disposed	2023-02-11	Common Stock (1533)	Direct
2016-05-02	Employee Stock Options (Right to Buy)	$46.47	M	2000	Disposed	2024-02-10	Common Stock (2000)	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 exerciable 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 become exerciable in three annual installments of 1/3 of the award starting on 02/10/2015.