Snap-on Inc — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2012-02-08

Reporting Person: PINCHUK NICHOLAS T (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	16573	—	Acquired	64283.477	Direct
2012-02-08	Common Stock	F	6870	$60.00	Disposed	57413.477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Stock Option (Right to Buy)	$60.00	A	125000	Acquired	2022-02-08	Common Stock (125000)	Direct
2012-02-08	Restricted Stock Units	$	A	17651	Acquired		Common Stock (17651)	Direct
2012-02-08	Restricted Stock Units	$	A	29285	Acquired		Common Stock (29285)	Direct
2012-02-08	Performance Units	$	M	16573	Disposed		Common Stock (16573)	Direct
2012-02-08	Performance Units	$	D	16707	Disposed		Common Stock (16707)	Direct
2012-02-08	Performance Units	$	A	29286	Acquired		Common Stock (29286)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	671.476	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (40500)	40500	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (40500)	40500	Direct
Stock Option (Right to Buy)	$33.75	2015-02-18	Common Stock (35000)	35000	Direct
Stock Option (Right to Buy)	$39.35	2016-02-16	Common Stock (42000)	42000	Direct
Stock Option (Right to Buy)	$50.22	2017-02-15	Common Stock (40000)	40000	Direct
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (99000)	99000	Direct
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (120000)	120000	Direct
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (120000)	120000	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (125000)	125000	Direct
Restricted Stock Units	$		Common Stock (52632)	52632	Direct
Performance Units	$		Common Stock (36174)	36174	Direct
Performance Units	$		Common Stock (29517)	29517	Direct
Deferred Stock Units	$		Common Stock (19383.462)	19383.462	Direct

Footnotes

F1: Based on company performance during the 2009-2011 period, approximately 49.8% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported subject to plan limits).

F2: Shares were withheld to cover tax withholding upon the vesting of performance units.

F3: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F4: This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

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: Based on company performance during fiscal 2011, approximately 159.8% 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 subject to plan limits). 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 subject to plan limits.

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

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 subject to plan limits.

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 subject to plan limits.

F12: Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.