SMITH A O CORP — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-02-11

Reporting Person: STERN JAMES F (Exec VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	M	4400	$63.335	Acquired	88378	Direct
2016-02-12	Common Stock	S	2104	$65.7588	Disposed	86274	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Restricted Stock Units	$63.335	M	4400	Disposed		Common Stock (4400)	Direct

Footnotes

F1: 4,400 Restricted Stock Units were granted on 02/11/2013, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 4,400 Restricted Stock Units vested on 02/11/2016. As a result of vesting, the Company is obligated to deliver 4,400 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).