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: Martineau Peter R (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	M	1830	$49.86	Acquired	1830	Direct
2017-02-10	Common Stock	F	598	$49.86	Disposed	1232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Restricted Stock Units	$49.86	M	1830	Disposed		Common (1830)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options	$0		Common Stock (0)	28880	Direct

Footnotes

F1: 1,830 Restricted Stock Units were granted on February 10, 2014, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 1,830 Restricted Stock Units vested on February 10, 2017. As a result of vesting, the Company is obligated to deliver 1,830 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 2,555 additional Restricted Stock Units.

F3: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 14,440 additional Employee Stock Options.