SMITH A O CORP — Director's Dealing 2017

May 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-05-01

Reporting Person: Heideman Robert J (Senior VP - Chief Techology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Stock	M	13000	$23.24	Acquired	39495	Direct
2017-05-01	Common Stock	M	11067	$30.77	Acquired	50562	Direct
2017-05-01	Common Stock	M	6074	$31.67	Acquired	56636	Direct
2017-05-01	Common Stock	S	30141	$53.8981	Disposed	26495	Direct
2017-05-01	Common Stock	G	310	—	Disposed	26185	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	Employee Stock Options (Right to Buy)	$23.24	M	13000	Disposed	2024-02-10	Common Stock (13000)	Direct
2017-05-01	Employee Stock Options (Right to Buy)	$30.77	M	11067	Disposed	2025-02-09	Common Stock (11067)	Direct
2017-05-01	Employee Stock Options (Right to Buy)	$31.67	M	6074	Disposed	2026-02-08	Common Stock (6074)	Direct

Footnotes

F1: Gift

F2: 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 became exercisable in three annual installments of 1/3 of the award starting on 02/10/2015.

F3: 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 became exercisable in three annual installments of 1/3 of the award starting on 02/09/2016.

F4: 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 became exercisable in three annual installments of 1/3 of the award starting on 02/08/2017.