SMITH A O CORP — Director's Dealing 2013

Aug 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-08-02

Reporting Person: Wheeler Kevin J. (Senior VP & President and GM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-02	Common Stock	M	3900	$9.502	Acquired	5200	Direct
2013-08-02	Common Stock	M	2900	$13.965	Acquired	8100	Direct
2013-08-02	Common Stock	S	6800	$41.8824	Disposed	1300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-02	Employee Stock Options (Right to Buy)	$9.502	M	3900	Disposed	2019-02-09	Common Stock (3900)	Direct
2013-08-02	Employee Stock Options (Right to Buy)	$13.965	M	2900	Disposed	2020-02-08	Common Stock (2900)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (0)	7000	Direct

Footnotes

F1: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 650 additional shares of Common Stock.

F2: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 14,300 additional Employee Stock Options.

F3: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 3,500 additional Restricted Stock Units.