SMITH A O CORP — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-02-09

Reporting Person: JONES PAUL W (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	M	48600	$45.588	Acquired	177875	Direct
2012-02-10	Common Stock	S	21931	$45.588	Disposed	155944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Restricted Stock Units	$	M	48600	Disposed		Common Stock (48600)	Direct

Footnotes

F1: 48,600 Restricted Stock Units were granted on 02/09/2009, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 48,600 Restricted Stock Units vested on 02/09/2012. As a result of vesting, the Company is obligated to deliver 48,600 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).