Snap-on Inc — Director's Dealing 2011

Feb 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2011-02-07

Reporting Person: Ward Thomas J (Sr VP & President - RS&I Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	M	9000	$32.22	Acquired	21516.007	Direct
2011-02-07	Common Stock	M	3556	$31.52	Acquired	25072.007	Direct
2011-02-07	Common Stock	S	12556	$58.672	Disposed	12516.007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	Stock Option (Right to Buy)	$32.22	M	9000	Disposed	2012-01-25	Common Stock (9000)	Direct
2011-02-07	Stock Option (Right to Buy)	$31.52	M	3556	Disposed	2014-01-23	Common Stock (3556)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$33.75	2015-02-18	Common Stock (6480)	6480	Direct
Stock Option (Right to Buy)	$31.48	2015-04-01	Common Stock (3220)	3220	Direct
Stock Option (Right to Buy)	$39.35	2016-02-16	Common Stock (15000)	15000	Direct
Stock Option (Right to Buy)	$37.47	2016-04-27	Common Stock (5000)	5000	Direct
Stock Option (Right to Buy)	$50.22	2017-02-15	Common Stock (40000)	40000	Direct
Stock Option (Right to Buy)	$54.50	2017-04-30	Common Stock (10000)	10000	Direct
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (40000)	40000	Direct
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (40000)	40000	Direct
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (42000)	42000	Direct
Restricted Stock	$		Common Stock (20600)	20600	Direct
Restricted Stock Units	$		Common Stock (7406)	7406	Direct
Restricted Stock Units	$		Common Stock (14211)	14211	Direct
Performance Units	$		Common Stock (13074)	13074	Direct
Performance Units	$		Common Stock (14211)	14211	Direct

Footnotes

F1: Includes 13.445 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.

F2: This transaction was executed in multiple trades at prices ranging from $58.52 to $58.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Exercise of Rule 16b-3 stock option.

F4: One third of the option vested on each of 2/13/2009 and 2/13/2010, and one third will vest on 2/13/2011.

F5: One third of the option vested on 2/11/2010, and one third vests on each of 2/11/2011 and 2/11/2012.

F6: One third of the option vests on each of 2/10/2011, 2/10/2012 and 2/10/2013.

F7: 1 for 1.

F8: The stock vests on the achievement of certain company initiatives over the 2008-2010 period.

F9: 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.

F10: The restricted stock units may be earned based on the achievement of certain company goals during 2010. Assuming continued employment on the payment date, which will occur in February 2013, 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.

F11: 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.

F12: 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.