SMITH A O CORP — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-02-13

Reporting Person: BEDNAR RANDALL S (Senior Vice President - CIO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Employee Stock Options (Right to Buy)	$45.97	A	4300	Acquired	2022-02-13	Common Stock (4300)	Direct
2012-02-13	Restricted Stock Units	$45.97	A	1500	Acquired		Common Stock (1500)	Direct

Footnotes

F1: The employee stock options were granted on 02/13/2012 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/13/2013.

F2: The restricted stock units were granted on 02/13/2012 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/13/2015.