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)
SNAP-ON INCORPORATED
2801 80TH STREET

(Street)
KENOSHA WI 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)
02/13/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/13/2013 M (1) 26,276 A (1) 59,036.6074 D
Common Stock 02/13/2013 F (2) 10,529 D $79.04 48,507.6074 D
Common Stock 02/15/2013 S 15,747 D $79.2266 (3) 32,760.6074 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $79.04 02/13/2013 A 42,000 02/13/2014 (4) 02/13/2023 Common Stock 42,000 $0 (5) 42,000 D
Performance Units (6) 02/13/2013 A 7,232 (7) (7) Common Stock 7,232 $0 7,232 D
Restricted Stock Units (6) 02/13/2013 A 7,231 (8) (8) Common Stock 7,231 $0 7,231 D
Restricted Stock Units (6) 02/13/2013 D (9) 1,299 (9) (9) Common Stock 1,299 (9) 9,439 D
Performance Units (6) 02/13/2013 A (1) 12,065 (1) (1) Common Stock 12,065 (1) 26,276 D
Performance Units (6) 02/13/2013 M (1) 26,276 (1) (1) Common Stock 26,276 (1) 0 D
Stock Option (Right to Buy) $29.69 02/11/2012 02/11/2019 Common Stock 40,000 40,000 D
Stock Option (Right to Buy) $41.01 02/10/2013 02/10/2020 Common Stock 42,000 42,000 D
Stock Option (Right to Buy) $58.94 02/09/2012 (4) 02/09/2021 Common Stock 42,000 42,000 D
Stock Option (Right to Buy) $60 02/08/2013 (4) 02/08/2022 Common Stock 42,000 42,000 D
Restricted Stock Units (6) (10) (10) Common Stock 17,294 17,294 D
Performance Units (6) (11) (11) Common Stock 10,823 10,823 D
Performance Units (6) (12) (12) Common Stock 10,738 10,738 D
Explanation of Responses:
1. Based on company performance during the 2010-2012 period, approximately 184.9% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported).
2. Shares were withheld to cover tax withholding upon the vesting of performance units.
3. This transaction was executed in multiple trades at prices ranging from $78.75 to $79.59. 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.
4. Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
5. This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
6. 1 for 1.
7. If the company achieves certain goals over the 2013-2015 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.
8. The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2013. Assuming continued employment through the end of fiscal 2015, 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.
9. Based on company performance during fiscal 2012, approximately 87.9% 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). Assuming continued employment through the end of fiscal 2014, the units will then vest in one installment and the shares will be issued shortly thereafter.
10. The restricted stock units were earned based on company performance during 2011. Assuming continued employment through the end of fiscal 2013, the units will then vest in one installment and the shares will be issued shortly thereafter.
11. If the company achieves certain goals over the 2011-2013 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 2012-2014 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.
/s/ Ryan S. Lovitz under Power of Attorney for Thomas J. Ward 02/15/2013
** Signature of Reporting Person Date
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