SMITH A O CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-02-11

Reporting Person: JONES PAUL W (Director, Chair, Pres. and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	S	700	$42.29	Disposed	127096	Direct
2011-02-11	Common Stock	S	194	$42.295	Disposed	126902	Direct
2011-02-11	Common Stock	S	1906	$42.30	Disposed	124996	Direct
2011-02-11	Common Stock	S	100	$42.305	Disposed	124896	Direct
2011-02-11	Common Stock	S	5094	$42.31	Disposed	119802	Direct
2011-02-11	Common Stock	S	118	$42.31	Disposed	119684	Direct
2011-02-11	Common Stock	S	9	$42.315	Disposed	119675	Direct
2011-02-11	Common Stock	S	3000	$42.32	Disposed	116675	Direct
2011-02-11	Common Stock	S	600	$42.33	Disposed	116075	Direct
2011-02-11	Common Stock	S	1200	$42.34	Disposed	114875	Direct
2011-02-11	Common Stock	S	100	$42.345	Disposed	114775	Direct
2011-02-11	Common Stock	S	300	$42.35	Disposed	114475	Direct
2011-02-11	Common Stock	S	200	$42.36	Disposed	114275	Direct
2011-02-11	Common Stock	S	100	$42.365	Disposed	114175	Direct
2011-02-11	Common Stock	S	300	$42.37	Disposed	113875	Direct
2011-02-11	Common Stock	S	1100	$42.38	Disposed	112775	Direct
2011-02-11	Common Stock	S	700	$42.40	Disposed	112075	Direct
2011-02-11	Common Stock	S	599	$42.42	Disposed	111476	Direct
2011-02-11	Common Stock	S	1	$42.425	Disposed	111475	Direct
2011-02-11	Common Stock	M	31800	$42.2197	Acquired	143275	Direct
2011-02-11	Common Stock	S	14000	$42.2197	Disposed	129275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Restricted Stock Units	$23.76	M	31800	Disposed		Common Stock (31800)	Direct

Footnotes

F1: 31,800 Restricted Stock Units were granted on 02/11/2008, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 31,800 Restricted Stock Units vested on 02/11/2011. As of result of vesting, the Company is obligated to deliver 31,800 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).