SMITH A O CORP — Director's Dealing 2014

Apr 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-04-07

Reporting Person: BROWN RONALD D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-07	Restricted Stock Units	$45.235	A	2432	Acquired		Common Stock (2432)	Direct

Footnotes

F1: Payment of portion of retainer in Restricted Stock Units under the A. O. Smith Nonqualified Deferred Compensation Plan based on the market price of the Common Stock on April 7, 2014.

F2: The Plan permits the participant to defer the receipt of the award, and Mr. Brown has made a deferral.

F3: The 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 137 units of Restricted Stock Units.