SMITH A O CORP — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-02-27

Reporting Person: Ding Wei (Pres. AOSCIC; Manager AOSCWHC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	M	4000	$23.235	Disposed	7039	Direct
2017-02-27	Common Stock	M	11260	$30.765	Acquired	18299	Direct
2017-02-27	Common Stock	M	6144	$31.67	Acquired	24443	Direct
2017-02-27	Common Stock	S	21404	$51.0965	Disposed	3039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Employee Stock Options (Right to Buy)	$23.235	M	4000	Disposed	2024-02-10	Common Stock (4000)	Direct
2017-02-27	Employee Stock Options (Right to Buy)	$30.765	M	11260	Disposed	2025-02-09	Common Stock (11260)	Direct
2017-02-27	Employee Stock Options (Right to Buy)	$31.67	M	6144	Disposed	2026-02-08	Common Stock (6144)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.