SMITH A O CORP — Director's Dealing 2011

Oct 14, 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: Ackerman Patricia K (Vice President and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	424	Direct
Common Stock	1098.778	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (Right to Buy)	$0		Common Stock (7550)		Direct
Restricted Stock Units	$0		Commn Stock (2000)		Direct

Footnotes

F1: The number of underlying securities is based on the stock fund balance of October 10, 2011. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 97.82% company stock and 2.18% money market fund. The stock account balance reflected in this report is based on an October 10, 2011, stock fund price of $32.770 per share.

F2: Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,200 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; 3,300 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; 1,650 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; 1,400 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.

F3: Restricted stock units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 900 restricted stock units were granted on 02/09/2009; 600 restricted stock units were granted on 02/08/2010; and 500 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. The Plan permits the participant to defer receipt of the awards, and Patricia Ackerman has made a deferral.