Snap-on Inc — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2016-12-31

Reporting Person: Banerjee Anup R (Sr VP & Chief Devel. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	54	—	Acquired	54	Direct
2016-12-31	Common Stock	F	54	$171.27	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Restricted Stock Units	$	M	54	Disposed		Common Stock (54)	Direct
2016-12-31	Restricted Stock Units	$	M	2028	Disposed		Common Stock (2028)	Direct
2016-12-31	Deferred Stock Units	$	M	2028	Acquired		Common Stock (2028)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$79.04	2023-02-13	Common Stock (6500)	6500	Direct
Stock Option (Right to Buy)	$109.43	2024-02-13	Common Stock (13000)	13000	Direct
Stock Option (Right to Buy)	$144.69	2025-02-12	Common Stock (13500)	13500	Direct
Stock Option (Right to Buy)	$138.03	2026-02-11	Common Stock (25000)	25000	Direct
Restricted Stock Units	$		Common Stock (1742)	1742	Direct
Restricted Stock Units	$		Common Stock (1854)	1854	Direct
Performance Units	$		Common Stock (1562)	1562	Direct
Performance Units	$		Common Stock (1266)	1266	Direct
Performance Units	$		Common Stock (1855)	1855	Direct

Footnotes

F1: The restricted stock units were earned based on Company performance during fiscal 2014 and vested in one installment based on continued employment through the end of fiscal 2016; the reporting person elected to defer the receipt of a portion of the underlying shares.

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

F3: 1 for 1.

F4: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.

F5: This information is based on a plan statement dated September 30, 2016, as updated by the transaction reported above.

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

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.