A.O. Smith Corporation
SMITH A O CORP (Form: 3, Received: 07/17/2017 15:48:11)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Warren David R

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/16/2017 

3. Issuer Name and Ticker or Trading Symbol

SMITH A O CORP [AOS]

(Last)        (First)        (Middle)

A. O. SMITH CORPORATION, 500 TENNESSEE WALTZ PARKWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Senior VP & President and GM /

(Street)

ASHLAND CITY, TN 37015       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   1235   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1)   (1) Common Stock   3855   $0   D  
 
Employee Stock Options (Right to Buy)     (2)   (2) Common Stock   14671   $0   D  
 

Explanation of Responses:
(1)  Restricted Stock Units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,460 restricted stock units were granted on 02/09/2015; 1,420 restricted stock units were granted on 02/08/2016 and 975 restricted stock units were granted on 02/13/2017. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.
(2)  Employee Stock Options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,714 employee stock options were granted on 02/10/2014; 3,492 employee stock options were granted on 02/09/2015; 5,710 employee stock options were granted on 02/08/2016 and 3,755 employee stock options were granted on 02/13/2017. Employee Stock Options become exercisable in three annual installments of 1/3 of the award starting one year after the grant dtate.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Warren David R
A. O. SMITH CORPORATION
500 TENNESSEE WALTZ PARKWAY
ASHLAND CITY, TN 37015


Senior VP & President and GM

Signatures
James F. Stern, Attorney-in-Fact for David R. Warren 7/17/2017
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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