SMITH A O CORP — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-02	Common Stock	M	17000	$21.558	Acquired	100978	Direct
2015-02-02	Common Stock	M	18000	$22.985	Acquired	118978	Direct
2015-02-02	Common Stock	F	21584	$68.855	Disposed	97394	Direct
2015-02-03	Common Stock	S	10122	$68.4562	Disposed	87272	Direct
2015-02-03	Common Stock	S	3294	$67.8328	Disposed	83978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-02	Employee Stock Options (Right to Buy)	$21.558	M	17000	Disposed	2021-02-07	Common Stock (17000)	Direct
2016-02-02	Employee Stock Options (Right to Buy)	$22.985	M	18000	Disposed	2022-02-13	Common Stock (18000)	Direct

Footnotes

F1: The employee stock options were granted on 02/07/2011 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exerciable in three annual installments of 1/3 of the award starting on 02/07/2012.

F2: The employee stock options were granted on 02/13/2012 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exerciable in three annual installments of 1/3 of the award starting on 02/13/2013.