SMITH A O CORP — Director's Dealing 2013

Jul 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-07-26

Reporting Person: Heideman Robert J (Senior VP & Chief Tech Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-26	Common Stock	M	3300	$13.965	Acquired	7092	Direct
2013-07-26	Common Stock	S	3300	$40.9724	Disposed	3792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-26	Employee Stock Options (Right to Buy)	$13.965	M	3300	Disposed	2020-02-08	Common Stock (3300)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (0)	13236	Direct

Footnotes

F1: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 1,896 additional shares of common stock.

F2: The employee stock options were granted on 02/08/2010, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F3: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 15,650 additional employee stock options.

F4: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 6,610 additional restricted stock units. Restricted Stock Units awarded to Robert J. Heideman on 02/09/2009 and 02/08/2010, were deferred. These deferred Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received were 16 Restricted Stock Units.