SMITH A O CORP — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	76200	$25.837	Acquired	205475	Direct
2012-02-01	Common Stock	M	54131	$23.76	Acquired	259606	Direct
2012-02-01	Common Stock	S	200	$42.69	Disposed	259406	Direct
2012-02-01	Common Stock	S	100	$42.70	Disposed	259306	Direct
2012-02-01	Common Stock	S	100	$42.715	Disposed	259206	Direct
2012-02-01	Common Stock	S	100	$42.72	Disposed	259106	Direct
2012-02-01	Common Stock	S	100	$42.73	Disposed	259006	Direct
2012-02-01	Common Stock	S	100	$42.75	Disposed	258906	Direct
2012-02-01	Common Stock	S	100	$42.76	Disposed	258806	Direct
2012-02-01	Common Stock	S	100	$42.77	Disposed	258706	Direct
2012-02-01	Common Stock	S	100	$42.84	Disposed	258606	Direct
2012-02-01	Common Stock	S	100	$42.85	Disposed	258506	Direct
2012-02-01	Common Stock	S	100	$42.86	Disposed	258406	Direct
2012-02-01	Common Stock	S	100	$42.94	Disposed	258306	Direct
2012-02-01	Common Stock	S	400	$42.95	Disposed	257906	Direct
2012-02-01	Common Stock	S	100	$42.955	Disposed	257806	Direct
2012-02-01	Common Stock	S	400	$42.96	Disposed	257406	Direct
2012-02-01	Common Stock	S	301	$42.97	Disposed	257105	Direct
2012-02-01	Common Stock	S	1000	$42.98	Disposed	256105	Direct
2012-02-01	Common Stock	S	2800	$42.99	Disposed	253305	Direct
2012-02-01	Common Stock	S	700	$43.02	Disposed	252605	Direct
2012-02-01	Common Stock	S	200	$43.04	Disposed	252405	Direct
2012-02-01	Common Stock	S	1300	$43.07	Disposed	251105	Direct
2012-02-01	Common Stock	S	300	$43.09	Disposed	250805	Direct
2012-02-01	Common Stock	S	900	$43.11	Disposed	249905	Direct
2012-02-01	Common Stock	S	200	$43.15	Disposed	249705	Direct
2012-02-01	Common Stock	S	100	$43.16	Disposed	249605	Direct
2012-02-01	Common Stock	S	100	$43.17	Disposed	249505	Direct
2012-02-01	Common Stock	S	100	$43.19	Disposed	249405	Direct
2012-02-01	Common Stock	S	900	$43.21	Disposed	248505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Employee Stock Options (Right to Buy)	$25.837	M	76200	Disposed	2017-02-09	Common Stock (76200)	Direct
2012-02-01	Employee Stock Options (Right to Buy)	$23.76	M	54131	Disposed	2018-02-11	Common Stock (54131)	Direct

Footnotes

F1: The employee stock options were granted on 02/09/2007 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F2: The employee stock options were granted on 02/11/2008 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.