SMITH A O CORP — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-02-28

Reporting Person: Heideman Robert J (Senior VP Engineering & Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	1200	$23.76	Acquired	1496	Direct
2012-02-28	Common Stock	M	3300	$19.003	Acquired	4796	Direct
2012-02-28	Common Stock	S	100	$45.35	Disposed	4696	Direct
2012-02-28	Common Stock	S	100	$45.352	Disposed	4596	Direct
2012-02-28	Common Stock	S	100	$45.3706	Disposed	4496	Direct
2012-02-28	Common Stock	S	600	$45.38	Disposed	3896	Direct
2012-02-28	Common Stock	S	100	$45.3805	Disposed	3796	Direct
2012-02-28	Common Stock	S	100	$45.39	Disposed	3696	Direct
2012-02-28	Common Stock	S	100	$45.42	Disposed	3596	Direct
2012-02-28	Common Stock	S	100	$45.47	Disposed	3496	Direct
2012-02-28	Common Stock	S	200	$45.50	Disposed	3296	Direct
2012-02-28	Common Stock	S	300	$45.5003	Disposed	2996	Direct
2012-02-28	Common Stock	S	100	$45.54	Disposed	2896	Direct
2012-02-28	Common Stock	S	900	$45.63	Disposed	1996	Direct
2012-02-28	Common Stock	S	100	$45.632	Disposed	1896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Options (Right to Buy)	$23.76	M	1200	Disposed	2018-02-11	Common Stock (1200)	Direct
2012-02-28	Employee Stock Options (Right to Buy)	$19.003	M	3300	Disposed	2019-02-09	Common Stock (3300)	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.

F2: The employee stock options were granted on 02/09/2009, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.