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: Kempken Daniel L (Vice President and Controller)

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	2570	Acquired	2024-02-10	Common Stock (2570)	Direct
2014-02-10	Restricted Stock Units	$46.47	A	915	Acquired		Common Stock (915)	Direct

Footnotes

F1: 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 exerciable in three annual installments of 1/3 of the award starting on 02/10/2015.

F2: 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.