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: Kempken Daniel L (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-09	Common Stock	M	1870	$60.11	Acquired	5890	Direct
2018-02-09	Common Stock	F	694	$60.11	Disposed	5196	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-09	Restricted Stock Units	$60.11	M	1870	Disposed		Common Stock (1870)	Direct
2018-02-12	Restricted Stock Units	$61.76	A	930	Acquired		Common Stock (930)	Direct
2018-02-12	Employee Stock Options (Right to Buy)	$61.76	A	3870	Acquired	2028-02-12	Common Stock (3870)	Direct

Footnotes

F1: 1,870 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. 1,870 Restricted Stock Units vested on 02/09/2018. As a result of vesting, the Company is obligated to deliver 1,870 shares of Common Stock to the reporting person.

F2: Mr. Kempken is a participant in the A. O. Smith Dividend Reinvestment Plan ('Plan") and receives a quarterly dividend pursuant to the Plan. The total amount of dividends received was 8 shares of Common Stock.

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.