Snap-on Inc — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2017-02-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	M	1719	—	Acquired	9442	Direct
2017-02-09	Common Stock	F	535	$168.70	Disposed	8907	Direct
2017-02-13	Common Stock	S	250	$171.8472	Disposed	8657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Performance Units	$	A	108	Acquired		Common Stock (108)	Direct
2017-02-09	Performance Units	$	M	1719	Disposed		Common Stock (1719)	Direct
2017-02-09	Restricted Stock Units	$	A	170	Acquired		Common Stock (170)	Direct
2017-02-09	Stock Option (Right to Buy)	$168.70	A	14000	Acquired	2027-02-09	Common Stock (14000)	Direct
2017-02-09	Performance Units	$	A	1001	Acquired		Common Stock (1001)	Direct
2017-02-09	Restricted Stock Units	$	A	1001	Acquired		Common Stock (1001)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$60.00	2022-02-08	Common Stock (10500)	10500	Direct
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
Restricted Stock Units	$		Common Stock (1768)	1768	Direct
Performance Units	$		Common Stock (1285)	1285	Direct
Performance Units	$		Common Stock (1051)	1051	Direct
Deferred Stock Units	$		Common Stock (2061)	2061	Direct

Footnotes

F1: Based on Company performance during the 2014-2016 period, approximately 106.7% 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 transaction was executed in multiple trades at prices ranging from $171.80 to $171.859. 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: 1 for 1.

F5: Based on Company performance during fiscal 2016, approximately 116.2% 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 2018, 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: This 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 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

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