SMITH A O CORP — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-02-17

Reporting Person: Petrarca Mark A (Senior Vice Pres. - H.R. & P.A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-17	Common Stock	M	11700	$25.837	Acquired	32225	Direct
2011-02-17	Common Stock	M	11250	$23.76	Acquired	43475	Direct
2011-02-17	Common Stock	S	7579	$42.60	Disposed	35896	Direct
2011-02-17	Common Stock	S	1991	$42.61	Disposed	33905	Direct
2011-02-17	Common Stock	S	2700	$42.62	Disposed	31205	Direct
2011-02-17	Common Stock	S	3121	$42.63	Disposed	28084	Direct
2011-02-17	Common Stock	S	1000	$42.64	Disposed	27084	Direct
2011-02-17	Common Stock	S	1350	$42.65	Disposed	25734	Direct
2011-02-17	Common Stock	S	1038	$42.66	Disposed	24696	Direct
2011-02-17	Common Stock	S	696	$42.67	Disposed	24000	Direct
2011-02-17	Common Stock	S	1600	$42.68	Disposed	22400	Direct
2011-02-17	Common Stock	S	838	$42.69	Disposed	21562	Direct
2011-02-17	Common Stock	S	537	$42.70	Disposed	21025	Direct
2011-02-17	Common Stock	S	500	$42.71	Disposed	20525	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Employee Stock Options (Right to Buy)	$25.837	M	11700	Disposed	2017-02-09	Common Stock (11700)	Direct
2011-02-17	Employee Stock Options (Right to Buy)	$23.76	M	11250	Disposed	2018-02-11	Common Stock (11250)	Direct

Footnotes

F1: The employee stock options were granted on 02/09/2007, 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 02/08/2008.

F2: The employee stock options were granted on 02/11/2008, 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 02/11/2009.