SEC Form 4 · accession 0000091142-15-000013
SMITH A O CORP · AOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Kita
Officer — Executive Vice President & CFO
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 3:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000091142
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 13, 2015 | M | 9,400 | $62.775 | A | 49,067 | D | |
| Common Stock | Feb 13, 2015 | M | 8,200 | $21.558 | A | 57,267 | D | |
| Common Stock | Feb 13, 2015 | M | 24,000 | $22.058 | A | 81,267 | D | |
| Common Stock | Feb 13, 2015 | F | 21,277 | $62.775 | D | 59,990 | D | |
| Common Stock | Feb 17, 2015 | S | 10,923 | $62.126 | D | 49,067 | D | |
| Common StockF2 | Feb 18, 2015 | S | 4,709 | $62.2122 | D | 44,358 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $62.775 | Feb 13, 2015 | M | 9,400 | D | — | — | Common Stock | 9,400 | 15,815 | D |
| Employee Stock Options (Right to Buy)F3 | $21.558 | Feb 13, 2015 | M | 8,200 | D | — | Feb 7, 2021 | Common Stock | 8,200 | 97,615 | D |
| Employee Stock Options (Right to Buy)F4 | $22.058 | Feb 13, 2015 | M | 24,000 | D | — | May 1, 2021 | Common Stock | 24,000 | 73,615 | D |
Explanation of responses
- F19,400 Restricted Stock Units were granted on 02/13/2012, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 9,400 Restricted Stock Units vested on 02/13/2015. As of result of vesting, the Company is obligated to deliver 9.400 shares of Common Stock to the reporting person.
- F2The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).
- F3The employee stock options were granted on 02/07/2011 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 02/07/2012.
- F4The employee stock options were granted on 05/01/2011 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 05/01/2012.