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: Rajendra Ajita G (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-07	Common Stock	M	10000	$46.345	Acquired	170380	Direct
2014-02-10	Common Stock	S	4020	$46.6648	Disposed	166360	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-07	Restricted Stock Units	$46.345	M	10000	Disposed		Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Employee Right to Buy)	$0		Common Stock (0)	261900	Direct

Footnotes

F1: 10,000 Restricted Stock Units were granted on 02/07/2011, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 10,000 Restricted Stock Units vested on 02/07/2014. As of result of vesting, the Company is obligated to deliver 10,000 shares of Common Stock to the reporting person.

F2: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 80,190 additional shares of Common Stock.

F3: 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).

F4: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 24,000 additional Restricted Stock Units.

F5: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 130,950 additional Employee Stock Options.