SMITH A O CORP — Director's Dealing 2016

Feb 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2016-02-08

Reporting Person: Ackerman Patricia K (VP, Investor Relations & Treas)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-08	Employee Stock Options (Right to Buy)	$63.34	A	3650	Acquired	2026-02-08	Common Stock (3650)	Direct
2016-02-08	Restricted Stock Units	$63.34	A	910	Acquired		Common Stock (910)	Direct

Footnotes

F1: The employee stock options were granted on 02/08/2016 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 02/08/2017.

F2: The restricted stock units were granted on 02/08/2016 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/08/2019.

F3: The Plan permits the participant to defer receipt of the awards, and Patricia K. Ackerman has made a deferral. These deferred 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 13 Restricted Stock Units.