Snap-on Inc — Director's Dealing 2017

Feb 13, 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: PINCHUK NICHOLAS T (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	M	16667	—	Acquired	351379.263	Direct
2017-02-09	Common Stock	F	7617	$168.70	Disposed	343762.263	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Performance Units	$	A	1047	Acquired		Common Stock (1047)	Direct
2017-02-09	Performance Units	$	M	16667	Disposed		Common Stock (16667)	Direct
2017-02-09	Restricted Stock Units	$	A	1652	Acquired		Common Stock (1652)	Direct
2017-02-09	Stock Option (Right to Buy)	$168.70	A	135000	Acquired	2027-02-09	Common Stock (135000)	Direct
2017-02-09	Performance Units	$	A	9577	Acquired		Common Stock (9577)	Direct
2017-02-09	Restricted Stock Units	$	A	9576	Acquired		Common Stock (9576)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	704.4008	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$51.75	2018-02-13	Common Stock (66000)	66000	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
Stock Option (Right to Buy)	$138.03	2026-02-11	Common Stock (135000)	135000	Direct
Restricted Stock Units	$		Common Stock (17417)	17417	Direct
Performance Units	$		Common Stock (12658)	12658	Direct
Performance Units	$		Common Stock (10199)	10199	Direct
Deferred Stock Units	$		Common Stock (21048.4156)	21048.4156	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 information is based on a plan statement dated December 31, 2016.

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: 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 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.