SMITH A O CORP — Director's Dealing 2016

Apr 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-04-11

Reporting Person: SMITH BRUCE M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-11	Restricted Stock Units	$76.895	A	1561	Acquired		Common Stock (1561)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7946	Direct
Common Stock	1200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	226982	Indirect

Footnotes

F1: Shares deferred under the A. O. Smith Nonqualified Deferred Compensation Plan.

F2: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F3: Payment of retainer in Restricted Stock Units under the A. O. Smith Nonqualified Deferred Compensation Plan based on the market price of the Common Stock on April 11, 2016.

F4: The Plan permits the participant to defer receipt of the award, and Mr. Smith has made a deferral.

F5: The Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received was 482 units of Restricted Stock Units.

F6: 1 for 1.

F7: Convertible at any time into Common Stock.

F8: None.