Snap-on Inc — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2016-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	M	25770	—	Acquired	307141.2776	Direct
2016-02-11	Common Stock	F	11777	$138.03	Disposed	295364.2776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Performance Units	$	A	4733	Acquired		Common Stock (4733)	Direct
2016-02-11	Performance Units	$	M	25770	Disposed		Common Stock (25770)	Direct
2016-02-11	Restricted Stock Units	$	A	4759	Acquired		Common Stock (4759)	Direct
2016-02-11	Stock Option (Right to Buy)	$138.03	A	135000	Acquired	2026-02-11	Common Stock (135000)	Direct
2016-02-11	Performance Units	$	A	10199	Acquired		Common Stock (10199)	Direct
2016-02-11	Restricted Stock Units	$	A	10199	Acquired		Common Stock (10199)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	692.0422	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Stock Option (Right to Buy)	$144.69	2025-02-12	Common Stock (130000)	130000	Direct
Restricted Stock Units	$		Common Stock (20821)	20821	Direct
Performance Units	$		Common Stock (15620)	15620	Direct
Performance Units	$		Common Stock (12658)	12658	Direct
Deferred Stock Units	$		Common Stock (20712.9062)	20712.9062	Direct

Footnotes

F1: Based on Company performance during the 2013-2015 period, approximately 122.5% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported, subject to plan limits).

F2: Shares were withheld to cover tax withholding upon the vesting of performance units.

F3: This information is based on a plan statement dated December 31, 2015.

F4: 1 for 1.

F5: Based on Company performance during fiscal 2015, approximately 137.6% 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, subject to plan limits). Assuming continued employment through the end of fiscal 2017, the units will then vest in one installment and the shares will be issued shortly thereafter.

F6: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F7: The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

F8: If the Company achieves certain goals over the 2016-2018 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.

F9: The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2016. Assuming continued employment through the end of fiscal 2018, 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.

F10: The restricted stock units were earned based on Company performance during fiscal 2014. 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.

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, subject to plan limits.

F12: 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, subject to plan limits.

F13: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.