SMITH A O CORP — Director's Dealing 2018

Feb 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2018-02-09

Reporting Person: Wheeler Kevin J. (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-09	Common Stock	M	5360	$60.11	Acquired	30731	Direct
2018-02-09	Common Stock	F	2165	$60.11	Disposed	28566	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-08	Restricted Stock Units	$60.11	M	5360	Disposed		Common Stock (5360)	Direct
2018-02-12	Restricted Stock Units	$61.76	A	5880	Acquired		Common Stock (5880)	Direct
2018-02-12	Employee Stock Options (Right to Buy)	$61.76	A	24435	Acquired	2028-02-12	Common Stock (24435)	Direct

Footnotes

F1: Amended Form 3 filed February 7, 2018.

F2: 5,360 Restricted Stock Units were granted on 02/09/2015, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 5,360 Restricted Stock Units vested on 02/09/2018. As a result of vesting, the Company is obligated to deliver 5,360 shares of Common Stock to the reporting person.

F3: The restricted stock units were granted on 02/12/2018 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/12/2021.

F4: The employee stock options were granted on 02/12/2018 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/12/2019.