Snap-on Inc — Director's Dealing 2012

Mar 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2012-03-16

Reporting Person: Shur Irwin M (VP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-16	Common Stock	M	4700	$29.69	Acquired	6792	Direct
2012-03-16	Common Stock	S	4700	$62.0857	Disposed	2092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-16	Stock Option (Right to Buy)	$29.69	M	4700	Disposed	2019-02-11	Common Stock (4700)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (12500)	12500	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (13000)	13000	Direct
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (13500)	13500	Direct
Restricted Stock Units	$		Common Stock (5450)	5450	Direct
Restricted Stock Units	$		Common Stock (4874)	4874	Direct
Restricted Stock Units	$		Common Stock (3026)	3026	Direct
Performance Units	$		Common Stock (3747)	3747	Direct
Performance Units	$		Common Stock (3050)	3050	Direct
Performance Units	$		Common Stock (3026)	3026	Direct

Footnotes

F1: The option was exercised and the underlying shares were sold pursuant to a Rule 10b5-1 Plan.

F2: This transaction was executed in multiple trades at prices ranging from $62.00 to $62.3784. 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.

F3: Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan.

F4: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F5: 1 for 1.

F6: The restricted stock units were earned based on company performance during 2010. Assuming continued employment through the end of fiscal 2012, the units will then vest in one installment and the shares will be issued shortly thereafter.

F7: The restricted stock units were earned based on company performance during 2011. Assuming continued employment through the end of fiscal 2013, the units will then vest in one installment and the shares will be issued shortly thereafter.

F8: The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2012. Assuming continued employment through the end of fiscal 2014, any units earned will then vest in one installment and the shares will be issued shortly thereafter. 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: If the company achieves certain goals over the 2012-2014 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.