Snap-on Inc — Director's Dealing 2014

Oct 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2014-10-29

Reporting Person: KASSOUF THOMAS L. (Sr VP & Pres - Tools)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-29	Common Stock	S	2620	$129.1665	Disposed	19630	Direct
2014-10-29	Common Stock	G	880	—	Disposed	18750	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7403.6024	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)	$58.94	2021-02-09	Common Stock (28000)	28000	Direct
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (33000)	33000	Direct
Stock Option (Right to Buy)	$79.04	2023-02-13	Common Stock (35000)	35000	Direct
Stock Option (Right to Buy)	$109.43	2024-02-13	Common Stock (36000)	36000	Direct
Restricted Stock Units	$		Common Stock (6435)	6435	Direct
Restricted Stock Units	$		Common Stock (6052)	6052	Direct
Restricted Stock Units	$		Common Stock (4271)	4271	Direct
Performance Units	$		Common Stock (7322)	7322	Direct
Performance Units	$		Common Stock (5588)	5588	Direct
Performance Units	$		Common Stock (4271)	4271	Direct
Deferred Stock Units	$		Common Stock (1943.9736)	1943.9736	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $128.93 to $129.52. 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.

F2: Bona fide gifts.

F3: This information is based on a plan statement dated September 30, 2014.

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 fiscal 2012. 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.

F7: The restricted stock units were earned based on Company performance during fiscal 2013. Assuming continued employment through the end of fiscal 2015, 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 fiscal 2014. Assuming continued employment through the end of fiscal 2016, 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: 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.

F10: 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.

F11: If the Company achieves certain goals over the 2014-2016 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: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.