Snap-on Inc — Director's Dealing 2011

Feb 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2011-02-09

Reporting Person: Johnsen Constance (Vice President and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option (Right to Buy)	$58.94	A	5000	Acquired	2021-02-09	Common Stock (5000)	Direct
2011-02-09	Restricted Stock	$	D	2000	Disposed		Common Stock (2000)	Direct
2011-02-09	Restricted Stock Units	$	A	676	Acquired		Common Stock (676)	Direct
2011-02-09	Restricted Stock Units	$	A	1230	Acquired		Common Stock (1230)	Direct
2011-02-09	Performance Units	$	A	1230	Acquired		Common Stock (1230)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$39.35	2016-02-16	Common Stock (2160)	2160	Direct
Stock Option (Right to Buy)	$50.22	2017-02-15	Common Stock (4300)	4300	Direct
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (4320)	4320	Direct
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (4500)	4500	Direct
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (4500)	4500	Direct
Restricted Stock Units	$		Common Stock (740)	740	Direct
Performance Units	$		Common Stock (1308)	1308	Direct
Performance Units	$		Common Stock (1486)	1486	Direct
Deferred Stock Units	$		Common Stock (901.4306)	901.4306	Direct

Footnotes

F1: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F2: This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

F3: 1 for 1.

F4: Based on company performance during the 2008-2010 period, none of the stock vested.

F5: The restricted stock units were earned based on company performance during 2009. Assuming continued employment on the payment date, which will occur in February 2012, the units will then vest in one installment and the shares will be issued.

F6: Based on company performance during 2010, approximately 145.5% of the restricted stock units originally granted were earned (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number of units originally reported). Assuming continued employment on the payment date, which will occur in February 2013, the units will then vest in one installment and the shares will be issued.

F7: The restricted stock units may be earned based on the achievement of certain company goals during 2011. Assuming continued employment on the payment date, which will occur in February 2014, the units will then vest in one installment and shares will be issued. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported.

F8: If the company achieves certain goals over the 2009-2011 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported.

F9: If the company achieves certain goals over the 2010-2012 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported.

F10: If the company achieves certain goals over the 2011-2013 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported.

F11: Payment will begin within 30 days first beginning after the date specificed in advance of the deferral by the reporting person, death, disability or termination of employment.

F12: This information is based on a plan statement dated December 31, 2010.