SMITH A O CORP — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2014-02-07

Reporting Person: JONES PAUL W (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-07	Common Stock	M	46000	$46.345	Acquired	299740	Direct
2014-02-10	Common Stock	S	22744	$46.7045	Disposed	276966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-07	Restricted Stock Units	$46.345	M	46000	Disposed		Common Stock (46000)	Direct

Footnotes

F1: 46,000 Restricted Stock Units were granted on 02/07/2011, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. 46,000 Restricted Stock Units vested on 02/07/2014. As a result of vesting, the Company is obligated to deliver 46,000 shares of Common Stock to the reporting person.

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).