Snap-on Inc — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2013-02-13

Reporting Person: Boyd Iain (VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Common Stock	M	4301	—	Acquired	8524.5469	Direct
2013-02-13	Common Stock	F	1559	$79.04	Disposed	6965.5469	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Stock Option (Right to Buy)	$79.04	A	13000	Acquired	2023-02-13	Common Stock (13000)	Direct
2013-02-13	Performance Units	$	A	2104	Acquired		Common Stock (2104)	Direct
2013-02-13	Restricted Stock Units	$	A	2103	Acquired		Common Stock (2103)	Direct
2013-02-13	Restricted Stock Units	$	D	354	Disposed		Common Stock (354)	Direct
2013-02-13	Performance Units	$	A	1975	Acquired		Common Stock (1975)	Direct
2013-02-13	Performance Units	$	M	4301	Disposed		Common Stock (4301)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	549.2814	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$50.22	2017-02-15	Common Stock (5400)	5400	Direct
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (6480)	6480	Direct
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (2160)	2160	Direct
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (6500)	6500	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (10000)	10000	Direct
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (12000)	12000	Direct
Restricted Stock Units	$		Common Stock (3851)	3851	Direct
Performance Units	$		Common Stock (2411)	2411	Direct
Performance Units	$		Common Stock (2929)	2929	Direct
Deferred Stock Units	$		Common Stock (306.9324)	306.9324	Direct

Footnotes

F1: Based on company performance during the 2010-2012 period, approximately 184.9% 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: This information is based on a plan statement dated December 31, 2012.

F4: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F5: The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

F6: 1 for 1.

F7: If the company achieves certain goals over the 2013-2015 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.

F8: The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2013. Assuming continued employment through the end of fiscal 2015, 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: Based on company performance during fiscal 2012, approximately 87.9% 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 2014, the units will then vest in one installment and the shares will be issued shortly thereafter.

F10: The restricted stock units were earned based on company performance 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.

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.

F12: 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.

F13: 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.