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: Dana Paul R (SVP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-08	Common Stock	A	2080	$48.72	Acquired	5891	Direct
2019-02-08	Common Stock	F	926	$48.72	Disposed	4965	Direct
2019-02-11	Common Stock	M	2266	$17.462	Acquired	7231	Direct
2019-02-11	Common Stock	M	2570	$23.235	Acquired	9801	Direct
2019-02-11	Common Stock	S	4836	$49.5038	Disposed	4965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-08	Restricted Stock Units	$48.72	M	2080	Disposed		Common Stock (2080)	Direct
2019-02-11	Restricted Stock Units	$49.42	A	2005	Acquired		Common Stock (2005)	Direct
2019-02-11	Employee Stock Options (Right to Buy)	$49.42	A	9145	Acquired	2029-02-11	Common Stock (9145)	Direct
2019-02-11	Employee Stock Options (Right to Buy)	$17.462	M	2266	Disposed	2023-02-11	Common Stock (2266)	Direct
2019-02-11	Employee Stock Options (Right to Buy)	$23.235	M	2570	Disposed	2024-02-10	Common stock (2570)	Direct

Footnotes

F1: 2,080 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. 2,080 Restricted Stock Units vested on 02/08/2019. As a result of vesting, the Company is obligated to deliver 2,080 shares of Common Stock to the reporting person.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $49.46 to $49.54. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported on this Form 4 utilizing an average weighted price.

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.

F5: 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.

F6: The employee stock options were granted on 02/10/2014 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 02/10/2015.