SMITH A O CORP — Director's Dealing 2013

Jan 10, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-01-01

Reporting Person: Ding Wei (President and GM, AOSCWHC)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (1900)		Direct
Employee Stock Options (Right to Buy)	$0		Common Stock (4350)		Direct

Footnotes

F1: Restricted stock units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 600 restricted stock units were granted on 02/08/2010; 500 restricted stock units were granted on 02/07/2011; and 800 restricted stock units were granted on 02/13/2012. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.

F2: Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,650 employee stock options were granted on 02/08/2010 and became exercisable in three annual installments of 1/3 of the award starting on 02/08/2011. Of the 1,650 options granted 1,100 options have been exercised and 550 options remain; 1,400 employee stock options were granted on 02/07/2011 and became exercisable in three annual installments of 1/3 of the award starting on 02/07/2012; 2,400 employee stock options were granted on 02/13/2012 and become exercisable in three annual installments of 1/3 of the award starting on 02/13/2013. All employee stock options expire ten years after the date of the award.