SMITH A O CORP — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-05-04

Reporting Person: Wheeler Kevin J. (Senor VP & President and GM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	M	5600	$6.983	Acquired	22348	Direct
2017-05-04	Common Stock	M	8000	$10.779	Acquired	30348	Direct
2017-05-04	Common Stock	S	13600	$54.3903	Disposed	16748	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Employee Stock Options (Right to Buy)	$6.983	M	5600	Disposed	2020-02-08	Common Stock (5600)	Direct
2017-05-04	Employee Stock Options (Right to Buy)	$10.779	M	8000	Disposed	2021-02-07	Common Stcok (8000)	Direct

Footnotes

F1: The employee stock options were granted on 02/08/2010 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options became exercisable in three annual installments of 1/3 of the award starting on 02/08/2011.

F2: 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 exercisable in three annual installments of 1/3 of the award starting on 02/07/2012.