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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
02/11/2016

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	02/11/2016		M⁽¹⁾		8,859	A	⁽¹⁾	52,433.8342	D
Common Stock	02/11/2016		F⁽²⁾		4,049	D	$138.03	48,384.8342	D
Common Stock	02/16/2016		S		10,965	D	$141.6598⁽³⁾	37,419.8342	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)
Performance Units	⁽⁴⁾	02/11/2016		A⁽¹⁾		1,627		⁽¹⁾	⁽¹⁾	Common Stock	1,627	⁽¹⁾	8,859	D
Performance Units	⁽⁴⁾	02/11/2016		M⁽¹⁾			8,859	⁽¹⁾	⁽¹⁾	Common Stock	8,859	⁽¹⁾	0	D
Restricted Stock Units	⁽⁴⁾	02/11/2016		A⁽⁵⁾		1,586		⁽⁵⁾	⁽⁵⁾	Common Stock	1,586	⁽⁵⁾	5,805	D
Stock Option (Right to Buy)	$138.03	02/11/2016		A		42,000		02/11/2017⁽⁶⁾	02/11/2026	Common Stock	42,000	$0⁽⁷⁾	42,000	D
Performance Units	⁽⁴⁾	02/11/2016		A		3,400		⁽⁸⁾	⁽⁸⁾	Common Stock	3,400	$0	3,400	D
Restricted Stock Units	⁽⁴⁾	02/11/2016		A		3,399		⁽⁹⁾	⁽⁹⁾	Common Stock	3,399	$0	3,399	D
Stock Option (Right to Buy)	$58.94							02/09/2014	02/09/2021	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$60							02/08/2015	02/08/2022	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$79.04							02/13/2016	02/13/2023	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$109.43							02/13/2015⁽⁶⁾	02/13/2024	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$144.69							02/12/2016⁽⁶⁾	02/12/2025	Common Stock	42,000		42,000	D
Restricted Stock Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,157		7,157	D
Performance Units	⁽⁴⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,370		5,370	D
Performance Units	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	4,220		4,220	D

Explanation of Responses:

1. Based on Company performance during the 2013-2015 period, approximately 122.5% 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).

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 $141.22 to $142.16. 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.

4. 1 for 1.

5. Based on Company performance during fiscal 2015, approximately 137.6% 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 2017, the units will then vest in one installment and the shares will be issued shortly thereafter.

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

7. The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

8. 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.

9. 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.

10. The restricted stock units were earned based on Company performance during fiscal 2014. Assuming continued employment through the end of fiscal 2016, 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 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.

12. 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.

	/s/ Ryan S. Lovitz under Power of Attorney for Thomas J. Ward	02/16/2016
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.