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: KASSOUF THOMAS L. (SVP & Pres - Tools)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	2664	—	Acquired	4421	Direct
2012-02-08	Common Stock	F	1197	$60.00	Disposed	3224	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	33000	Acquired	2022-02-08	Common Stock (33000)	Direct
2012-02-08	Restricted Stock Units	$	A	3530	Acquired		Common Stock (3530)	Direct
2012-02-08	Restricted Stock Units	$	A	7321	Acquired		Common Stock (7321)	Direct
2012-02-08	Performance Units	$	M	2664	Disposed		Common Stock (2664)	Direct
2012-02-08	Performance Units	$	D	2685	Disposed		Common Stock (2685)	Direct
2012-02-08	Performance Units	$	A	7322	Acquired		Common Stock (7322)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6077.015	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$50.22	2017-02-15	Common Stock (6480)	6480	Direct
Stock Option (Right to Buy)	$54.50	2017-04-30	Common Stock (6000)	6000	Direct
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (20000)	20000	Direct
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (15000)	15000	Direct
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (25000)	25000	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (28000)	28000	Direct
Restricted Stock Units	$		Common Stock (8928)	8928	Direct
Performance Units	$		Common Stock (6137)	6137	Direct
Performance Units	$		Common Stock (5904)	5904	Direct
Deferred Stock Units	$		Common Stock (1459.782)	1459.782	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).

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). 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.

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.