A.O. Smith Corporation
SMITH A O CORP (Form: 4, Received: 04/17/2017 16:00:13)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SMITH BRUCE M
2. Issuer Name and Ticker or Trading Symbol

SMITH A O CORP [ AOS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

A. O. SMITH CORPORATION, 11270 WEST PARK PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2017
(Street)

MILWAUKEE, WI 53224
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  15892   (1) D   (2)
 
Common Stock                  2400   (3) I   In trust   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $49.83   4/13/2017     A      2509   (5)        (6)   (6) Common Stock   2509   $0   117298   (7) D  
 
Class A Common Stock   $0   (8)                    (9)   (10) Common Stock   0     453964   (11) I   In trust   (4)

Explanation of Responses:
(1)  On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 7,946 additional shares of Common Stock.
(2)  Shares deferred under the A. O. Smith Nonqualified Deferred Compensation Plan.
(3)  On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 1,200 additional shares of Common Stock.
(4)  The reporting person beneficially owns these shares as settlor of a revocable family trust.
(5)  Payment of retainer in Restricted Stock Units under the A. O. Smith Nonqualified Deferred Compensation Plan based on the average of the high and low price of Common Stock on April 13, 2017.
(6)  The Plan permits the participant to defer receipt of the award, and Mr. Smith has made a deferral.
(7)  On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 57,106 additional Restricted Stock Units.The Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received was 577 units of Restricted Stock Units.
(8)  1 for 1.
(9)  Convertible at any time into Common Stock.
(10)  None.
(11)  On October 5, 2016, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 226,982 additional shares of Class A Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SMITH BRUCE M
A. O. SMITH CORPORATION
11270 WEST PARK PLACE
MILWAUKEE, WI 53224
X



Signatures
James F. Stern, Attorney-in-Fact for Bruce M. Smith 4/17/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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