SMITH A O CORP — Director's Dealing 2012

Aug 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-08-08

Reporting Person: SMITH BRUCE M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-08	Restricted Stock Units	$48.755	A	62	Acquired		Common Stock (62)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3973	Direct
Common Stock	16941	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	118891	Indirect

Footnotes

F1: Shares deferred under the A. O. Smith Nonqualified Deferred Compensation Plan.

F2: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F3: Payment of portion of retainer in Restricted Stock Units under the A. O. Smith Nonqualified Deferred Compensation Plan.

F4: The Plan permits the participant to defer receipt of the award, and Mr. Smith has made a deferral.

F5: The Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received was 80 units of Restricted Stock Units.

F6: 1 for 1

F7: Convertible at any time

F8: None