SMITH A O CORP — Director's Dealing 2011

Oct 17, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-10-10

Reporting Person: Anderson Stephen (Designated Section 16 Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (Right to Buy)	$0		Common Stock (9901)		Direct
Restricted Stock Units	$0		Common Stock (3500)		Direct

Footnotes

F1: Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 3,450 employee stock options were granted on 02/11/2008 and became exercisable in three annual installments of 1/3 of the award starting on 02/11/2009. 2,299 stock options were previously exercised and 1,151 are outstanding; 5,850 employee stock options were granted on 02/09/2009 and became exercisable in three annual installments of 1/3 of the award starting on 02/09/2010. 1,950 stock options were previously exercised and 3,900 are outstanding; 2,850 employee stock options were granted on 02/08/2010 and became exercisable in three annual installments of 1/3 of the award starting on 02/08/2011; 2,000 employee stock options were granted on 02/07/2011 and become exercisable in three annual installments of 1/3 of the award starting on 02/07/2012. All employee stock options expire ten years after the date of the award.

F2: Restricted stock units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,650 restricted stock units were granted on 02/09/2009; 1,050 restricted stock units were granted on 02/08/2010; and 800 restricted stock units were granted on 02/07/2011. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.