Snap-on Inc — Director's Dealing 2018

Aug 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP-ON Inc (SNA)
CIK: 0000091440
Period of Report: 2018-08-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-07	Common Stock	M	40000	$29.69	Acquired	443954.7416	Direct
2018-08-07	Common Stock	S	3400	$168.7682	Disposed	440554.7416	Direct
2018-08-07	Common Stock	S	16421	$169.9341	Disposed	424133.7416	Direct
2018-08-07	Common Stock	S	1803	$170.3514	Disposed	422330.7416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-07	Stock Option (Right to Buy)	$29.69	M	40000	Disposed	2019-02-11	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	726.9053	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Stock Option (Right to Buy)	$168.70	2027-02-09	Common Stock (135000)	135000	Direct
Stock Option (Right to Buy)	$161.18	2028-02-15	Common Stock (92288)	92288	Direct
Restricted Stock Units	$		Common Stock (11851)	11851	Direct
Restricted Stock Units	$		Common Stock (3610)	3610	Direct
Restricted Stock Units	$		Common Stock (10713)	10713	Direct
Performance Units	$		Common Stock (10199)	10199	Direct
Performance Units	$		Common Stock (9577)	9577	Direct
Performance Units	$		Common Stock (10714)	10714	Direct
Deferred Stock Units	$		Common Stock (21663.3883)	21663.3883	Direct

Footnotes

F1: The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan.

F2: This transaction was executed in multiple trades at prices ranging from $168.20 to $169.16. 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 $169.23 to $170.22. 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: This transaction was executed in multiple trades at prices ranging from $170.23 to $170.65. 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.

F5: This information is based on a plan statement dated June 30, 2018.

F6: Option fully vested.

F7: Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan.

F8: Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

F9: 1 for 1.

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 were earned based on Company performance during fiscal 2017. Assuming continued employment through the end of fiscal 2019, the units will then vest in one installment and the shares will be issued shortly thereafter.

F12: The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2018. Assuming continued employment through the end of fiscal 2020, 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.

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: If the Company achieves certain goals over the 2018-2020 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.

F16: Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.