SMITH A O CORP — Director's Dealing 2017

Nov 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-31	Common Stock	M	4400	$11.493	Acquired	17528	Direct
2017-10-31	Common Stock	M	6800	$17.462	Acquired	24328	Direct
2017-10-31	Common Stock	M	5140	$23.235	Acquired	29468	Direct
2017-10-31	Common Stock	M	3493	$30.765	Acquired	32961	Direct
2017-10-31	Common Stock	M	2434	$31.67	Acquired	35395	Direct
2017-10-31	Common Stock	S	22267	$59.3294	Disposed	13128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-31	Employee Stock Options (Right to Buy)	$11.493	M	4400	Disposed	2022-02-13	Common Stock (4400)	Direct
2017-10-31	Employee Stock Options (Right to Buy)	$17.462	M	6800	Disposed	2023-02-11	Common Stock (6800)	Direct
2017-10-31	Employee Stock Options (Right to Buy)	$23.235	M	5140	Disposed	2024-02-10	Common Stock (5140)	Direct
2017-10-31	Employee Stock Options (Right to Buy)	$30.765	M	3493	Disposed	2025-02-09	Common Stock (3493)	Direct
2017-10-31	Employee Stock Options (Right to Buy)	$31.67	M	2434	Disposed	2026-02-08	Common Stock (2434)	Direct

Footnotes

F1: 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 become exercisable in three annual installments of 1/3 of the award starting on 02/13/2013.

F2: The employee stock options were granted on 02/11/2013 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/11/2014.

F3: The employee stock options were granted on 02/10/2014 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/10/2015.

F4: The employee stock options were granted on 02/09/2015 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/09/2016.

F5: 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 exercisable in three annual installments of 1/3 of the award starting on 02/08/2017.