SMITH A O CORP — Director's Dealing 2012

Nov 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-10-31

Reporting Person: STERN JAMES F (Exec VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	16800	$23.76	Acquired	36437	Direct
2012-10-31	Common Stock	F	11117	$23.76	Disposed	25320	Direct
2012-10-31	Common Stock	M	15750	$19.003	Acquired	41070	Direct
2012-10-31	Common Stock	F	9730	$19.003	Disposed	31340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Employee Stock Options (Right to Buy)	$23.76	M	16800	Disposed	2018-02-11	Common Stock (16800)	Direct
2012-10-31	Employee Stock Options (Right to Buy)	$19.003	M	15750	Disposed	2019-02-09	Common Stock (15750)	Direct

Footnotes

F1: 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 exerciable in three annual installments of 1/3 of the award starting on 02/11/2009.

F2: The employee stock options were granted on 02/9/2009 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 02/09/2010.