SMITH A O CORP — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-02-10

Reporting Person: STERN JAMES F (Exec VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	A	16500	$46.47	Acquired	83901	Direct
2014-02-11	Common Stock	S	7033	$46.7871	Disposed	76868	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Employee Stock Options (Right to Buy)	$46.47	A	9950	Acquired	2024-02-10	Common Stock (9950)	Direct
2014-02-10	Restricted Stock Units	$46.47	A	3550	Acquired		Common Stock (3550)	Direct

Footnotes

F1: Vesting to reporting person of restricted stock units settled in shares of common stock under the A. O. Smith Combined Incentive Compensation Plan upon attainment of performance criteria.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).

F3: The employee stock options were granted on 02/10/2014 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/10/2015.

F4: The restricted stock units were granted on 02/10/2014 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/10/2017.