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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	M	3030	—	Acquired	3066	Direct
2011-12-31	Common Stock	F	1309	$50.62	Disposed	1757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Stock Units	$	M	3030	Disposed		Common Stock (3030)	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
Restricted Stock Units	$		Common Stock (5903)	5903	Direct
Performance Units	$		Common Stock (5349)	5349	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: 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: Shares were withheld to cover tax withholding upon the vesting of the restricted stock units.

F3: This information is based on a plan statement dated December 31, 2011.

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.

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.

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: 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.