Snap-on Inc — Director's Dealing 2012

Apr 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2012-04-23

Reporting Person: KELLY ARTHUR L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-23	Common Stock	M	3000	$32.08	Acquired	28308.428	Direct
2012-04-23	Common Stock	S	1590	$60.6027	Disposed	26718.428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-23	Stock Option (Right to Buy)	$32.08	M	3000	Disposed	2012-04-25	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$28.43	2013-04-24	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$33.55	2014-04-23	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$32.76	2015-04-22	Common Stock (3000)	3000	Direct
Deferred Stock Units	$		Common Stock (28912.412)	28912.412	Direct
Restricted Stock Units	$		Common Stock (7628)	7628	Direct

Footnotes

F1: Shares reported are held by the Kelly Family Trust and the A.L. Kelly Trust for which the reporting person is a trustee and beneficiary.

F2: Includes 141.854 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.

F3: This transaction was executed in multiple trades at prices ranging from $60.60 to $60.62. 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 effectuated.

F4: Exercise of Rule 16b-3 stock option.

F5: 1 for 1.

F6: Scheduled for issuance in ten equal annual installments after the earliest of July 1, 2012, termination of service as a director, death or upon a change in control.

F7: Includes 162.054 deferred stock units acquired through exempt dividend reinvestments.

F8: All restrictions lapse upon the earliest of retirement from the Board, death or a change in control; the reporting person will receive the underlying shares upon the earliest of July 1, 2012 (in which case he will receive them in ten equal installments), death or a change in control.