SMITH A O CORP — Director's Dealing 2014

May 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-04-29

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-29	Common Stock	J	9200	—	Disposed	15500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-29	Class A Common Stock	$0	J	9200	Acquired		Class A Common Stock (9200)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7946	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (0)	52208	Direct

Footnotes

F1: Shares deferred under the A. O. Smith Nonqualified Deferred Compensation Plan.

F2: A revocable family trust of which the reporting person is a settlor exchanged 9,200 shares of Common Stock with a third party for 9,200 shares of Class A Common Stock in a transaction in which no consideration was paid.

F3: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F4: The Plan permits the participant to defer receipt of the award, and Mr. Smith has made a deferral.

F5: Convertible at any time into Common Stock.

F6: None