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SMITH A O CORP Director's Dealing 2011

Feb 3, 2011

30593_dirs_2011-02-03_c778004c-f9b7-4066-8bde-043ede0083f7.zip

Director's Dealing

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SEC Form 5/A — Form 5/A

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-12-31

Reporting Person: SMITH MARK D (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-05-28 Common Stock A 40 Acquired 118 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-05-28 Class A Common Stock $0 A 613 Acquired Common Stock () Indirect

Footnotes

F1: Represents the conversion of shares of Smith Investment Company ("SICO") common stock held by his spouse 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. Also, certain shares of the Issuer's Common Stock issued in the Merger are being held in escrow pursuant to the related merger agreement.

F2: 1 for 1

F3: Convertible at any time

F4: None