SMITH A O CORP — Director's Dealing 2012

Apr 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-04-16

Reporting Person: SMITH MARK D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-16	Common Stock	A	2035	$44.24	Acquired	23618	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8196	Indirect
Common Stock	2239	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	43149	Indirect
Class A Common Stock	$0		Common Stock (0)	919	Indirect

Footnotes

F1: Payment of portion of retainer in stock under the A. O. Smith Corporation directors' compensation program based on the market price of the Common Stock on April 16, 2012.

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

F3: 1 for 1

F4: Convertible at any time

F5: None