SMITH A O CORP — Director's Dealing 2009

Aug 3, 2009

SEC Form 4/A — Form 4/A

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-04-22

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-22	Common Stock	A	78856	—	Acquired	78856	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-22	Class A Common Stock	$0	A	408084	Acquired		Common Stock (408084)	Indirect

Footnotes

F1: 1 for 1

F2: Convertible at any time.

F3: None.

F4: Represents the conversion of shares of SICO common stock into shares of Common Stock and Class A Common Stock of A. O. Smith Corporation (the "Issuer") pursuant to a merger of SICO with a subsidiary of the Issuer (the "Merger"). No consideration was paid or received except for the conversion of each SICO share into shares of the Issuer's Common Stock and Class A Common Stock. The conversion in the Merger was approved in advance by the Issuer's board of directors on behalf of the reporting person. In addition, the elimination of SICO upon consummation of the Merger resulted in a change in the shares to be reported as a consequence of the application of the relevant definitions of beneficial ownership. The amount reported reflects this change in the form of ownership. Also, certain shares of the Issuer's Common Stock issued in the Merger are being held in escrow pursuant to the related merger agreement.

F5: The reporting person beneficially owns these shares as (i) a trustee of trusts of which a member of the reporting person's immediate family is a beneficiary or (ii) settlor of a revocable family trust. Beneficial ownership of the shares held by trusts of which the reporting person is a trustee is disclaimed.