SMITH A O CORP — Director's Dealing 2017

Feb 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-02-10

Reporting Person: JONES PAUL W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	M	43000	$49.86	Acquired	377956	Direct
2017-02-10	Common Stock	F	18355	$49.86	Disposed	359601	Direct
2017-02-10	Common Stock	M	120900	$23.235	Acquired	480501	Direct
2017-02-10	Common Stock	S	120900	$49.8111	Disposed	359601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Restricted Stock Units	$49.86	M	43000	Disposed		Common Stock (43000)	Direct
2017-02-10	Employee Stock Options (Rigy to Buy)	$23.235	M	120900	Disposed	2024-02-10	Common Stock (120900)	Direct

Footnotes

F1: 43,000 Restricted Stock Units were granted on 02/10/2014, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 43,000 Restricted Stock Units vested on 02/10/2017. As a result of vesting, the Company is obligated to deliver 43,000 shares of Common Stock to the reporting person.

F2: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 189,723 additional shares of Common Stock.

F3: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 21,500 additional Restricted Stock Units.

F4: 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.

F5: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 60,450 additional Employee Stock Options.