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Snap-on Inc Director's Dealing 2015

Jan 7, 2015

30335_dirs_2015-01-06_dbffedf6-15e4-41eb-a269-a560626d0871.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2015-01-03

Reporting Person: PINCHUK NICHOLAS T (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-03 Common Stock M 25742 Acquired 243590.7252 Direct
2015-01-03 Common Stock F 10734 $136.29 Disposed 232856.7252 Direct
2015-01-05 Common Stock S 900 $135.445 Disposed 231956.7252 Direct
2015-01-05 Common Stock S 200 $136.025 Disposed 231756.7252 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-03 Restricted Stock Units $ M 25742 Disposed Common Stock (25742) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 686.2943 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $39.35 2016-02-16 Common Stock (42000) 42000 Direct
Stock Option (Right to Buy) $50.22 2017-02-15 Common Stock (40000) 40000 Direct
Stock Option (Right to Buy) $51.75 2018-02-13 Common Stock (99000) 99000 Direct
Stock Option (Right to Buy) $29.69 2019-02-11 Common Stock (120000) 120000 Direct
Stock Option (Right to Buy) $41.01 2020-02-10 Common Stock (120000) 120000 Direct
Stock Option (Right to Buy) $58.94 2021-02-09 Common Stock (125000) 125000 Direct
Stock Option (Right to Buy) $60.00 2022-02-08 Common Stock (125000) 125000 Direct
Stock Option (Right to Buy) $79.04 2023-02-13 Common Stock (130000) 130000 Direct
Stock Option (Right to Buy) $109.43 2024-02-13 Common Stock (130000) 130000 Direct
Restricted Stock Units $ Common Stock (22783) 22783 Direct
Restricted Stock Units $ Common Stock (15620) 15620 Direct
Performance Units $ Common Stock (29286) 29286 Direct
Performance Units $ Common Stock (21037) 21037 Direct
Performance Units $ Common Stock (15620) 15620 Direct
Deferred Stock Units $ Common Stock (20345.1973) 20345.1973 Direct

Footnotes

F1: The restricted stock units were earned based on Company performance during fiscal 2012 and vested in one installment based on continued employment through the end of fiscal 2014.

F2: Includes 2.7049 shares acquired under a dividend reinvestment plan.

F3: Shares were withheld to cover tax withholding upon the vesting of the restricted stock units.

F4: The shares were sold pursuant to a Rule 10b5-1 Plan.

F5: This transaction was executed in multiple trades at prices ranging from $135.00 to $135.855. 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.

F6: This transaction was executed in multiple trades at prices ranging from $136.01 to $136.04. 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.

F7: This information is based on a plan statement dated September 30, 2014.

F8: 1 for 1.

F9: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F10: 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.

F11: 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, subject to plan limits.

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, subject to plan limits.

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, subject to plan limits.

F14: 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, subject to plan limits.

F15: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.