Snap-on Inc — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2014-02-10

Reporting Person: MORENO JEANNE M (VP - Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	4500	$58.94	Acquired	21223.054	Direct
2014-02-11	Common Stock	M	4500	$60.00	Acquired	25723.054	Direct
2014-02-11	Common Stock	S	11752	$107.8627	Disposed	13971.054	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Deferred Stock Units	$	I	1015.5233	Disposed		Common Stock (1015.5233)	Direct
2014-02-11	Stock Option (Right to Buy)	$58.94	M	4500	Disposed	2021-02-09	Common Stock (4500)	Direct
2014-02-11	Stock Option (Right to Buy)	$60.00	M	4500	Disposed	2022-02-08	Common Stock (4500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$79.04	2023-02-13	Common Stock (13500)	13500	Direct
Restricted Stock Units	$		Common Stock (2831)	2831	Direct
Restricted Stock Units	$		Common Stock (2169)	2169	Direct
Performance Units	$		Common Stock (3247)	3247	Direct
Performance Units	$		Common Stock (3222)	3222	Direct
Performance Units	$		Common Stock (2170)	2170	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $107.61 to $108.17. 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: 1 for 1.

F3: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.

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

F5: 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.

F6: 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 subject to plan limits.

F7: 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.

F8: 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.

F9: 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 subject to plan limits.