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: Wheeler Kevin J. (Senior VP & President and GM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	M	7100	$49.86	Acquired	18774	Direct
2017-02-10	Common Stock	F	2026	$49.86	Disposed	16748	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Restricted Stock Units	$49.86	M	7100	Acquired		Common Stock (7100)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (Right to Buy)	$0		Common Stock (0)	104920	Direct

Footnotes

F1: 7,100 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. 7,100 Restricted Stock Units vested on 02/10/2017. As a result of vesting, the Company is obligated to deliver 7,100 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 5,837 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 8,990 additional Restricted Stock Units.

F4: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 52,460 additional Employee Stock Options.