Sec Form 3 Filing - Carver Samuel M. @ SMITH A O CORP - 2021-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Carver Samuel 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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP - Global Operations
(Last) (First) (Middle)
44 VANTAGE WAY
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
NASHVILLE, TN37228
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 5,438 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Employee Stock Options (Right to Buy) $ 0 ( 1 ) ( 1 ) Common Stock 38,395 D
Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 3,230 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carver Samuel M.
44 VANTAGE WAY
NASHVILLE, TN37228
SVP - Global Operations
Signatures
James F. Stern, Attorney-in-Fact for Samuel M. Carver 04/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 5,140 employee stock options were granted on 02/10/2014; 5,240 employee stock options were granted on 02/09/2015; 5,710 employee stock options were granted on 02/08/2016; 3,755 employee stock options were granted on 02/13/2017; 3,300 employee stock options were granted on 02/12/2018; 4,525 employee stock options were granted on 02/11/2019; 6,015 employee stock options were granted on 02/10/2020 and 4,710 employee stock options were granted on 02/08/2021. The options become exercisable in three annual installments of 1/3 of the award starting one year after the grant date. All employee stock options expire ten years after the date of the award.
( 2 )Restricted Stock Units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 990 Restricted Stock Units were granted on 02/11/2019; 1,155 Restricted Stock Units were granted on February 10, 2020 and 1,085 Restricted Stock Units were granted on 02/08/2021. The Restricted Stock Units become payable in Common Stock on the vesting date, which is three years after the grant 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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