SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Anderson Stephen

(Last)

(First)

(Middle)

A. O. SMITH WATER PRODUCTS COMPANY

500 TENNESSEE WALTZ PARKWAY

(Street)

ASHLAND CITY

37015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2011

3. Issuer Name and Ticker or Trading Symbol
SMITH A O CORP [ AOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Designated Section 16 Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	⁽¹⁾	⁽¹⁾	Common Stock	9,901	$0	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	3,500	$0	D

Explanation of Responses:

1. Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 3,450 employee stock options were granted on 02/11/2008 and became exercisable in three annual installments of 1/3 of the award starting on 02/11/2009. 2,299 stock options were previously exercised and 1,151 are outstanding; 5,850 employee stock options were granted on 02/09/2009 and became exercisable in three annual installments of 1/3 of the award starting on 02/09/2010. 1,950 stock options were previously exercised and 3,900 are outstanding; 2,850 employee stock options were granted on 02/08/2010 and became exercisable in three annual installments of 1/3 of the award starting on 02/08/2011; 2,000 employee stock options were granted on 02/07/2011 and become exercisable in three annual installments of 1/3 of the award starting on 02/07/2012. All employee stock options expire ten years after the date of the award.

2. Restricted stock units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 1,650 restricted stock units were granted on 02/09/2009; 1,050 restricted stock units were granted on 02/08/2010; and 800 restricted stock units were granted on 02/07/2011. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.

Remarks:

	James F. Stern, Attorney-in-Fact for Stephen Anderson	10/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.