Vallett William L Jr 4

4 · SMITH A O CORP · Filed Feb 13, 2018

Form 4

Period: 2018-02-09

CEO, Lochinvar, LLC

Transactions

Exercise/Conversion
Common Stock
2018-02-09$60.11/sh+3,250$195,358→ 55,568 total
Exercise/Conversion
Restricted Stock Units
2018-02-09−3,250→ 4,125 total
Exercise: $60.11→ Common Stock (3,250 underlying)
Tax Payment
Common Stock
2018-02-09$60.11/sh−880$52,897→ 54,688 total
Award
Restricted Stock Units
2018-02-12+1,415→ 5,540 total
Exercise: $61.76→ Common Stock (1,415 underlying)
Award
Employee Stock Options (Right to Buy)
2018-02-12+5,890→ 50,635 total
Exercise: $61.76Exp: 2028-02-12→ Common Stock (5,890 underlying)

Footnotes (4)

[F1]3,250 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. 3,250 Restricted Stock Units vested on 02/09/2018. As of result of vesting, the Company is obligated to deliver 3,250 shares of Common Stock to the reporting person.
[F2]Mr. Vallett 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 13 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.

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