SMITH A O CORP — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STERN JAMES F (Exec VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-08	Common Stock	M	5100	—	Acquired	35486	Direct
2013-02-11	Common Stock	S	2207	$69.6375	Disposed	33279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-08	Restricted Stock Units	$	M	5100	Disposed		Common Stock (5100)	Direct

Footnotes

F1: 5,100 Restricted Stock Units were granted on 02/08/2010, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 5,100 Restricted Stock Units vested on 02/08/2013. As of result of vesting, the Company is obligated to deliver 5,100 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).