SMITH A O CORP — Director's Dealing 2019

Feb 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2019-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-08	Common Stock	A	5520	$48.72	Acquired	34225	Direct
2019-02-08	Common Stock	F	2612	$48.72	Disposed	31613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-08	Restricted Stock Units	$48.72	M	5520	Disposed		Common Stock (5520)	Direct
2019-02-11	Restricted Stock Units	$49.42	A	17360	Acquired		Common Stock (17360)	Direct
2019-02-11	Employee Stock Options (Right to Buy)	$49.42	A	79240	Acquired	2029-02-11	Common Stock (79240)	Direct

Footnotes

F1: 5,520 Restricted Stock Units were granted on 02/08/2016, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 5,520 Restricted Stock Units vested on 02/08/2019. As a result of vesting, the Company is obligated to deliver 5,520 shares of Common Stock to the reporting person.

F2: Mr. Wheeler 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 139 shares of Common Stock.

F3: The restricted stock units were granted on 02/11/2019 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 02/11/2022.

F4: The employee stock options were granted on 02/11/2019 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 02/11/2020.