Snap-on Inc — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2012-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	8787	$30.06	Acquired	43997.477	Direct
2012-01-25	Common Stock	M	31213	$30.06	Acquired	75210.477	Direct
2012-01-24	Common Stock	S	8787	$55.00	Disposed	66423.477	Direct
2012-01-25	Common Stock	S	18713	$55.011	Disposed	47710.477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Stock Option (Right to Buy)	$30.06	M	8787	Disposed	2012-06-27	Common Stock (8787)	Direct
2012-01-25	Stock Option (Right to Buy)	$30.06	M	31213	Disposed	2012-06-27	Common Stock (31213)	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
Restricted Stock Units	$		Common Stock (29516)	29516	Direct
Performance Units	$		Common Stock (33280)	33280	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: The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan.

F2: This transaction was executed in multiple trades at prices ranging from $55.00 to $55.06. The price reported above reflects the weighted average sale price. The reporting person herby 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.

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 may be earned based on the achievement of certain company goals 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. 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.

F8: 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 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: 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.