SMITH A O CORP — Director's Dealing 2013

Feb 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-02-11

Reporting Person: Ackerman Patricia K (VP, Investor Relations & Treas)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-11	Employee Stock Options (Right to Buy)	$69.845	A	1700	Acquired	2022-02-13	Common Stock (1700)	Direct
2013-02-11	Restricted Stock Units	$69.845	A	600	Acquired		Common Stock (600)	Direct

Footnotes

F1: The employee stock options were granted on 02/11/2013 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exerciable in three annual installments of 1/3 of the award starting on 02/11/2014.

F2: The restricted stock units were granted on 02/11/2013 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/11/2016. The Plan permits the participant to defer receipt of the awards, and Patricia K. Ackerman has made a deferral.

F3: Restricted Stock Units awarded to Patricia K. Ackerman on 02/09/2009, 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 was 10 Restricted Stock Units.