SMITH A O CORP — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-07-29

Reporting Person: Anderson Stephen (Designated Section 16 Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Stock	M	2302	$11.88	Acquired	6762	Direct
2013-07-29	Common Stock	M	7800	$9.502	Acquired	14562	Direct
2013-07-29	Common Stock	S	10102	$40.4485	Disposed	4460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-29	Employee Stock Options (Right to Buy)	$11.88	M	2302	Disposed	2018-02-11	Common Stock (2302)	Direct
2013-07-29	Employee Stock Options (Right to Buy)	$9.502	M	7800	Disposed	2019-02-09	Common Stock (7800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (0)	6400	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 2,230 additional shares of Common Stock.

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.

F3: The employee stock options were granted on 02/09/2009, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F4: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 16,601 additional Employee Stock Options.

F5: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 3,200 additional Restricted Stock Units.