SMITH A O CORP — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-02-16

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	S	2990	$46.00	Disposed	16941	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3973	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (0)	20823	Direct
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: The Plan permits the participant/receipient to defer receipt of the award, and Mr. Smith has made a deferral.

F4: The Phantom Stock receives a quarterly dividend. The total amount of the dividends received was 73 shares of Phantom Stock.

F5: 1 for 1

F6: Convertible at any time

F7: None