SMITH A O CORP — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-11-09

Reporting Person: Rajendra Ajita G (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-09	Common Stock	M	40350	$18.387	Acquired	86514	Direct
2012-11-09	Common Stock	F	22677	$18.387	Disposed	63837	Direct
2012-11-09	Common Stock	M	15000	$19.467	Disposed	78837	Direct
2012-11-09	Common Stock	F	8604	$19.467	Disposed	70233	Direct
2012-11-09	Common Stock	M	16800	$25.837	Disposed	87033	Direct
2012-11-09	Common Stock	F	10787	$25.837	Disposed	76246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-09	Employee Stock Options (Right to Buy)	$18.387	M	40350	Disposed	2015-02-01	Common Stock (40350)	Direct
2012-11-09	Employee Stock Options (Right to Buy)	$19.467	M	15000	Disposed	2015-10-11	Common Stock (15000)	Direct
2012-11-09	Employee Stock Options (Right to Buy)	$25.837	M	16800	Disposed	2017-02-09	Common Stock (16800)	Direct

Footnotes

F1: The employee stock options were granted on 02/01/2005 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F2: 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 became exerciable in three annual installments of 1/3 of the award starting on 10/10/2006.

F3: 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 exerciable in three annual installments of 1/3 of the award starting on 02/08/2008.