SMITH A O CORP — Director's Dealing 2014

Jan 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-01-15

Reporting Person: Heideman Robert J (Senior VP Engineering & Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Common Stock	M	1526	$52.485	Acquired	5318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-15	Restricted Stock Units	$52.485	M	1526	Disposed		Common Stock (1526)	Direct

Footnotes

F1: 1,800 Restricted Stock Units were granted on February 9, 2009, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 1,200 Restricted Stock Units were granted on February 8, 2010, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The Restricted Stock Units awarded to Mr. Heideman on February 9, 2009 and February 8, 2010 were deferred, with 50% distribution on January 15, 2014 and 50% distribution on January 15, 2015. 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 16 Restricted Stock Units. 1,526 Restricted Stock Units vested on January 15, 2014. As of result of vesting, the Company is obligated to deliver 1,526 shares of Common Stock to the reporting person.