SMITH A O CORP — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2017-02-08

Reporting Person: Heideman Robert J (Senior VP Engineering & Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	M	16000	$17.462	Acquired	39612	Direct
2017-02-08	Common Stock	S	16000	$49.28	Disposed	23612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Employee Stock Options (Right to Buy)	$17.462	M	16000	Disposed	2023-02-11	Common Stock (16000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (0)	13760	Direct

Footnotes

F1: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 11,806 additional shares of Common Stock.

F2: The employee stock options were granted on 02/11/2013, 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 02/11/2014.

F3: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 31,910 additional Employee Stock Options.

F4: On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 6,880 additional Restricted Stock Units.