Snap-on Inc — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2014-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock	M	16040	—	Acquired	57983.7199	Direct
2014-02-13	Common Stock	F	6285	$109.43	Disposed	51698.7199	Direct
2014-02-14	Common Stock	S	15953	$108.9218	Disposed	35745.7199	Direct
2014-02-14	Common Stock	S	2976	$109.7241	Disposed	32769.7199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Performance Units	$	A	5217	Acquired		Common Stock (5217)	Direct
2014-02-13	Performance Units	$	M	16040	Disposed		Common Stock (16040)	Direct
2014-02-13	Restricted Stock Units	$	A	600	Acquired		Common Stock (600)	Direct
2014-02-13	Stock Option (Right to Buy)	$109.43	A	42000	Acquired	2024-02-13	Common Stock (42000)	Direct
2014-02-13	Performance Units	$	A	5370	Acquired		Common Stock (5370)	Direct
2014-02-13	Restricted Stock Units	$	A	5369	Acquired		Common Stock (5369)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$29.69	2019-02-11	Common Stock (40000)	40000	Direct
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
Restricted Stock Units	$		Common Stock (9439)	9439	Direct
Performance Units	$		Common Stock (10738)	10738	Direct
Performance Units	$		Common Stock (7232)	7232	Direct

Footnotes

F1: Based on Company performance during the 2011-2013 period, approximately 148.2% 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 $108.56 to $109.55. 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: This transaction was executed in multiple trades at prices ranging from $109.56 to $109.89. 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.

F5: 1 for 1.

F6: Based on Company performance during fiscal 2013, approximately 108.3% 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 2015, the units will then vest in one installment and the shares will be issued shortly thereafter.

F7: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F8: This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

F9: 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.

F10: 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.

F11: 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.

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: 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.