Snap-on Inc — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2017-02-16

Reporting Person: Shur Irwin M (VP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	M	10500	$60.00	Acquired	19157	Direct
2017-02-16	Common Stock	S	5651	$172.9922	Disposed	13506	Direct
2017-02-16	Common Stock	S	4510	$173.9625	Disposed	8996	Direct
2017-02-16	Common Stock	S	339	$174.5482	Disposed	8657	Direct
2017-02-16	Common Stock	G	75	—	Disposed	8582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Stock Option (Right to Buy)	$60.00	M	10500	Disposed	2022-02-08	Common Stock (10500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$79.04	2023-02-13	Common Stock (14000)	14000	Direct
Stock Option (Right to Buy)	$109.43	2024-02-13	Common Stock (14000)	14000	Direct
Stock Option (Right to Buy)	$144.69	2025-02-12	Common Stock (14000)	14000	Direct
Stock Option (Right to Buy)	$138.03	2026-02-11	Common Stock (14000)	14000	Direct
Stock Option (Right to Buy)	$168.70	2027-02-09	Common Stock (14000)	14000	Direct
Restricted Stock Units	$		Common Stock (1768)	1768	Direct
Restricted Stock Units	$		Common Stock (1221)	1221	Direct
Restricted Stock Units	$		Common Stock (1001)	1001	Direct
Performance Units	$		Common Stock (1285)	1285	Direct
Performance Units	$		Common Stock (1051)	1051	Direct
Performance Units	$		Common Stock (1001)	1001	Direct
Deferred Stock Units	$		Common Stock (2061)	2061	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $172.52 to $173.49. 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: This transaction was executed in multiple trades at prices ranging from $173.52 to $174.51. 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.

F3: This transaction was executed in multiple trades at prices ranging from $174.52 to $174.56. 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: Bona fide gift.

F5: Option fully vested.

F6: Exercise of Rule 16b-3 stock option.

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

F8: 1 for 1.

F9: The restricted stock units were earned based on Company performance during fiscal 2015. 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.

F10: The restricted stock units were earned based on Company performance during fiscal 2016. Assuming continued employment through the end of fiscal 2018, 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 2017. Assuming continued employment through the end of fiscal 2019, 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 number 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: 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.

F14: If the Company achieves certain goals over the 2017-2019 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.