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: Shur Irwin M (VP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Common Stock	M	6928	—	Acquired	12210	Direct
2013-02-13	Common Stock	F	2288	$79.04	Disposed	9922	Direct
2013-02-15	Common Stock	S	2000	$79.0963	Disposed	7922	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	14000	Acquired	2023-02-13	Common Stock (14000)	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	366	Disposed		Common Stock (366)	Direct
2013-02-13	Performance Units	$	A	3181	Acquired		Common Stock (3181)	Direct
2013-02-13	Performance Units	$	M	6928	Disposed		Common Stock (6928)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (12500)	12500	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (13000)	13000	Direct
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (13500)	13500	Direct
Restricted Stock Units	$		Common Stock (4874)	4874	Direct
Performance Units	$		Common Stock (3050)	3050	Direct
Performance Units	$		Common Stock (3026)	3026	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 transaction was executed in multiple trades at prices ranging from $78.94 to $79.29. The price reported above reflects the weighted average sale price. The reporting person hereby 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.

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

F5: This 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.