Snap-on Inc — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2011-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	M	18853	—	Acquired	43025.477	Direct
2011-12-31	Common Stock	F	7815	$50.62	Disposed	35210.477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Stock Units	$	M	18853	Disposed		Common Stock (18853)	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)	$30.06	2012-06-27	Common Stock (40000)	40000	Direct
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 restricted stock units were earned based on company performance during 2009 and vested in one installment based on continued employment through the end of fiscal 2011; the shares will be issued within 30 days of fiscal 2011 year end.

F2: Includes shares acquired under the Snap-on Incorporated Employee Stock Owndership Plan and the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.

F3: Shares were withheld to cover tax withholding upon the vesting of the restricted stock units.

F4: This information is based on a plan statement dated December 31, 2011.

F5: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F6: 1 for 1.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

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.