Snap-on Inc — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2015-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common Stock	M	13079	—	Acquired	52012.0107	Direct
2015-02-12	Common Stock	F	5978	$144.69	Disposed	46034.0107	Direct
2015-02-17	Common Stock	S	3535	$144.4679	Disposed	42499.0107	Direct
2015-02-17	Common Stock	S	3566	$144.8616	Disposed	38933.0107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Performance Units	$	A	2341	Acquired		Common Stock (2341)	Direct
2015-02-12	Performance Units	$	M	13079	Disposed		Common Stock (13079)	Direct
2015-02-12	Restricted Stock Units	$	A	1788	Acquired		Common Stock (1788)	Direct
2015-02-12	Stock Option (Right to Buy)	$144.69	A	42000	Acquired	2025-02-12	Common Stock (42000)	Direct
2015-02-12	Performance Units	$	A	4220	Acquired		Common Stock (4220)	Direct
2015-02-12	Restricted Stock Units	$	A	4219	Acquired		Common Stock (4219)	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 (7831)	7831	Direct
Performance Units	$		Common Stock (7232)	7232	Direct
Performance Units	$		Common Stock (5370)	5370	Direct

Footnotes

F1: Based on Company performance during the 2012-2014 period, approximately 121.8% 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 $144.260 to $144.660. 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 $144.670 to $145.420. 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 2014, approximately 133.3% 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 2016, 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 2015-2017 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 2015. Assuming continued employment through the end of fiscal 2017, 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 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.

F12: 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.

F13: 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.