SMITH A O CORP — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-11-19

Reporting Person: BEDNAR RANDALL S (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Common Stock	M	5700	$19.467	Acquired	24202	Direct
2012-11-19	Common Stock	S	5700	$60.1551	Disposed	18502	Direct
2012-11-19	Common Stock	M	6300	$25.8367	Acquired	24802	Direct
2012-11-19	Common Stock	S	6300	$60.1686	Disposed	18502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-19	Employee Stock Options (Right to Buy)	$19.467	M	5700	Disposed	2015-10-11	Common Stock (5700)	Direct
2012-11-19	Employee Stock Options (Right to Buy)	$25.837	M	6300	Disposed	2017-02-09	Common Stock (6300)	Direct

Footnotes

F1: The employee stock options were granted on 10/11/2005 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exerciable in three annual installments of 1/3 of the award starting on 10/10/2006.

F2: 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 become exerciable in three annual installments of 1/3 of the award starting on 02/09/2008.