SMITH A O CORP — Director's Dealing 2016

Apr 4, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-04-01

Reporting Person: Martineau Peter R (Senior Vice President - CIO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (2555)		Direct
Employee Stock Options (Right to Buy)	$0		Common Stock (18240)		Direct

Footnotes

F1: Restricted Stock Units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 915 restricted stock units were granted on 02/10/2014; 730 restricted stock units were granted on 02/09/2015 and 910 restricted stock units were granted on 02/08/2016. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.

F2: Employee Stock Options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 2,800 employee stock options were granted on 02/07/2011; 3,200 employee stock options were granted on 02/13/2012; 3,400 employee stock options were granted on 02/11/2013; 2,570 employee stock options were granted on 02/10/2014; 2,620 employee stock options were granted on 02/09/2015; and 3,650 employee stock options were granted on 02/08/2016. Employee Stock Options become exercisable in three annual installments of 1/3 of the award starting one year after the grant dtate.