Snap-on Inc — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2014-06-02

Reporting Person: Ward Thomas J (Sr VP & President - RS&I Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Common Stock	M	40000	$29.69	Acquired	72771.8548	Direct
2014-06-02	Common Stock	S	40000	$117.634	Disposed	32771.8548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Stock Option (Right to Buy)	$29.69	M	40000	Disposed	2019-02-11	Common Stock (40000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$41.01	2020-02-10	Common Stock (42000)	42000	Direct
Stock Option (Right to Buy)	$58.94	2021-02-09	Common Stock (42000)	42000	Direct
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (42000)	42000	Direct
Stock Option (Right to Buy)	$79.04	2023-02-13	Common Stock (42000)	42000	Direct
Stock Option (Right to Buy)	$109.43	2024-02-13	Common Stock (42000)	42000	Direct
Restricted Stock Units	$		Common Stock (9439)	9439	Direct
Restricted Stock Units	$		Common Stock (7831)	7831	Direct
Restricted Stock Units	$		Common Stock (5369)	5369	Direct
Performance Units	$		Common Stock (10738)	10738	Direct
Performance Units	$		Common Stock (7232)	7232	Direct
Performance Units	$		Common Stock (5370)	5370	Direct

Footnotes

F1: Includes 2.1349 shares acquired under a dividend reinvestment plan.

F2: This transaction was executed in multiple trades at prices ranging from $117.35 to $117.87. 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.

F3: Exercise of Rule 16b-3 stock option.

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.