SEC Form 4 · accession 0000091142-19-000004
SMITH A O CORP · AOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul R Dana
Officer — SVP, Global Operations
Period of report
Feb 8, 2019
Accepted (ET)
Feb 12, 2019 · 3:15 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 8, 2019 | A | 2,080 | $48.72 | A | 5,891 | D | |
| Common Stock | Feb 8, 2019 | F | 926 | $48.72 | D | 4,965 | D | |
| Common Stock | Feb 11, 2019 | M | 2,266 | $17.462 | A | 7,231 | D | |
| Common Stock | Feb 11, 2019 | M | 2,570 | $23.235 | A | 9,801 | D | |
| Common StockF2 | Feb 11, 2019 | S | 4,836 | $49.5038 | D | 4,965 | 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 | $48.72 | Feb 8, 2019 | M | 2,080 | D | — | — | Common Stock | 2,080 | 2,995 | D |
| Restricted Stock UnitsF3 | $49.42 | Feb 11, 2019 | A | 2,005 | A | — | — | Common Stock | 2,005 | 5,000 | D |
| Employee Stock Options (Right to Buy)F4 | $49.42 | Feb 11, 2019 | A | 9,145 | A | — | Feb 11, 2029 | Common Stock | 9,145 | 43,586 | D |
| Employee Stock Options (Right to Buy)F5 | $17.462 | Feb 11, 2019 | M | 2,266 | D | — | Feb 11, 2023 | Common Stock | 2,266 | 41,320 | D |
| Employee Stock Options (Right to Buy)F6 | $23.235 | Feb 11, 2019 | M | 2,570 | D | — | Feb 10, 2024 | Common stock | 2,570 | 38,750 | D |
Explanation of responses
- F12,080 Restricted Stock Units were granted on 02/08/2016, under the A. O. Smith Combined Incentive Compensation PLan, a transaction exempt under Rule 16b-3. 2,080 Restricted Stock Units vested on 02/08/2019. As a result of vesting, the Company is obligated to deliver 2,080 shares of Common Stock to the reporting person.
- F2The price in Column 4 is a weighted average price. The prices actually received ranged from $49.46 to $49.54. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported on this Form 4 utilizing an average weighted price.
- F3The restricted stock units were granted on 02/11/2019 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 02/11/2022.
- F4The employee stock options were granted on 02/11/2019 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 02/11/2020.
- F5The employee stock options were granted on 02/11/2013 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 02/11/2014.
- F6The employee stock options were granted on 02/10/2014 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 02/10/2015.