SMITH A O CORP — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-03-03

Reporting Person: Ding Wei (Pres. AOSCIC; Manager AOSCWHC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	933	$21.558	Acquired	1507	Direct
2014-03-03	Common Stock	M	1600	$22.985	Disposed	3107	Direct
2014-03-03	Common Stock	S	2533	$49.0716	Disposed	574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-03	Employee Stock Options (Right to Buy)	$21.558	M	933	Disposed	2021-02-07	Common Stock (933)	Direct
2014-03-03	Employee Stock Options (Right to Buy)	$22.985	M	1600	Disposed	2022-02-13	Common Stock (1600)	Direct

Footnotes

F1: The employee stock options were granted on 02/07/2011 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exerciable in three annual installments of 1/3 of the award starting on 02/07/2012.

F2: The employee stock options were granted on 02/13/2012 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exerciable in three annual installments of 1/3 of the award starting on 02/13/2013.