SEC Form 4 · accession 0000091142-19-000019
SMITH A O CORP · AOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin J. Wheeler
Officer — President and CEO
Period of report
Feb 8, 2019
Accepted (ET)
Feb 12, 2019 · 3:35 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,F2 | Feb 8, 2019 | A | 5,520 | $48.72 | A | 34,225 | D | |
| Common Stock | Feb 8, 2019 | F | 2,612 | $48.72 | D | 31,613 | 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 | 5,520 | D | — | — | Common Stock | 5,520 | 13,610 | D |
| Restricted Stock UnitsF3 | $49.42 | Feb 11, 2019 | A | 17,360 | A | — | — | Common Stock | 17,360 | 30,970 | D |
| Employee Stock Options (Right to Buy)F4 | $49.42 | Feb 11, 2019 | A | 79,240 | A | — | Feb 11, 2029 | Common Stock | 79,240 | 196,425 | D |
Explanation of responses
- F15,520 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. 5,520 Restricted Stock Units vested on 02/08/2019. As a result of vesting, the Company is obligated to deliver 5,520 shares of Common Stock to the reporting person.
- F2Mr. Wheeler is a participant in the A. O. Smith Dividend Reinvestment Plan ('Plan") and receives a quarterly dividend pursuant to the Plan. The total amount of dividends received was 139 shares of Common Stock.
- 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.