SMITH A O CORP — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-03-02

Reporting Person: BROUWER WILFRIDUS M (Senior V.P., President and GM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	10350	$45.0975	Acquired	10350	Direct
2012-03-05	Common Stock	S	5490	$45.0975	Disposed	4860	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Restricted Stock Units	$	M	10350	Disposed		Common Stock (10350)	Direct

Footnotes

F1: 10,350 Restricted Stock Units were granted on 03/02/2009, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 10,350 Restricted Stock Units vested on 03/02/2012. As a result of vesting, the Company is obligated to deliver 10,350 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to pay the withholding taxes due as a result of vesting of the Restricted Stock Units described in footnote (1).