SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ward Thomas J

(Last)

(First)

(Middle)

2801 80TH STREET

(Street)

KENOSHA

53143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SNAP-ON Inc [ SNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP & President - RS&I Group

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2011		M		9,000	A	$32.22	21,516.007⁽¹⁾	D
Common Stock	02/07/2011		M		3,556	A	$31.52	25,072.007	D
Common Stock	02/07/2011		S		12,556	D	$58.672⁽²⁾	12,516.007	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$32.22	02/07/2011		M			9,000	01/25/2004	01/25/2012	Common Stock	9,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$31.52	02/07/2011		M			3,556	01/23/2006	01/23/2014	Common Stock	3,556	⁽³⁾	3,644	D
Stock Option (Right to Buy)	$33.75							02/18/2007	02/18/2015	Common Stock	6,480		6,480	D
Stock Option (Right to Buy)	$31.48							02/18/2007	04/01/2015	Common Stock	3,220		3,220	D
Stock Option (Right to Buy)	$39.35							02/16/2008	02/16/2016	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$37.47							04/27/2008	04/27/2016	Common Stock	5,000		5,000	D
Stock Option (Right to Buy)	$50.22							02/15/2010	02/15/2017	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$54.5							04/30/2010	04/30/2017	Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$51.75							⁽⁴⁾	02/13/2018	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$29.69							⁽⁵⁾	02/11/2019	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$41.01							⁽⁶⁾	02/10/2020	Common Stock	42,000		42,000	D
Restricted Stock	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	20,600		20,600	D
Restricted Stock Units	⁽⁷⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	7,406		7,406	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	14,211		14,211	D
Performance Units	⁽⁷⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	13,074		13,074	D
Performance Units	⁽⁷⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	14,211		14,211	D

Explanation of Responses:

1. Includes 13.445 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.

2. This transaction was executed in multiple trades at prices ranging from $58.52 to $58.75. 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 effected.

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

4. One third of the option vested on each of 2/13/2009 and 2/13/2010, and one third will vest on 2/13/2011.

5. One third of the option vested on 2/11/2010, and one third vests on each of 2/11/2011 and 2/11/2012.

6. One third of the option vests on each of 2/10/2011, 2/10/2012 and 2/10/2013.

7. 1 for 1.

8. The stock vests on the achievement of certain company initiatives over the 2008-2010 period.

9. The restricted stock units were earned based on Company performance during 2009. Assuming continued employment on the payment date, which will occur in February 2012, the units will then vest in one installment and the shares will be issued.

10. The restricted stock units may be earned based on the achievement of certain company goals during 2010. Assuming continued employment on the payment date, which will occur in February 2013, the units will then vest in one installment and shares will be issued. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported.

11. If the company achieves certain goals over the 2009-2011 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.

12. If the company achieves certain goals over the 2010-2012 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.

Remarks:

	Ryan S. Lovitz under Power of Attorney for Thomas J. Ward	02/07/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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