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^*

KASSOUF THOMAS L.

(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 & Pres - Tools

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2013

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)
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	12/28/2013		M⁽¹⁾		9,433	A	⁽¹⁾	21,825	D
Common Stock	12/28/2013		F⁽²⁾		4,689	D	$108.27	17,136	D
Common Stock								7,046.9747⁽³⁾	I	By 401(k)

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)
Restricted Stock Units	⁽⁴⁾	12/28/2013		M⁽¹⁾			9,433	⁽¹⁾	⁽¹⁾	Common Stock	9,433	⁽¹⁾	0	D
Stock Option (Right to Buy)	$50.22							02/15/2010	02/15/2017	Common Stock	6,480		6,480	D
Stock Option (Right to Buy)	$54.5							04/30/2010	04/30/2017	Common Stock	6,000		6,000	D
Stock Option (Right to Buy)	$51.75							02/13/2011	02/13/2018	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$41.01							02/10/2013	02/10/2020	Common Stock	8,333		8,333	D
Stock Option (Right to Buy)	$58.94							02/09/2012⁽⁵⁾	02/09/2021	Common Stock	28,000		28,000	D
Stock Option (Right to Buy)	$60							02/08/2013⁽⁵⁾	02/08/2022	Common Stock	33,000		33,000	D
Stock Option (Right to Buy)	$79.04							02/13/2014⁽⁵⁾	02/13/2023	Common Stock	35,000		35,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,435		6,435	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	5,588		5,588	D
Performance Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	5,904		5,904	D
Performance Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	7,322		7,322	D
Performance Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,588		5,588	D
Deferred Stock Units	⁽⁴⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,509.0235⁽¹²⁾		1,509.0235⁽¹²⁾	D

Explanation of Responses:

1. The restricted stock units were earned based on company performance during 2011 and vested in one installment based on continued employment through the end of fiscal 2013; the shares will be issued within 30 days of fiscal 2013 year end.

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

3. This information is based on a plan statement dated September 30, 2013.

4. 1 for 1.

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

6. The restricted stock units were earned based on company performance during fiscal 2012. 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.

7. 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.

8. 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.

9. 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.

10. 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.

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

12. This information is based on the plan balance as of the end of the month immediately preceeding this filing.

	/s/ Ryan S. Lovitz under Power of Attorney for Thomas L. Kassouf	12/30/2013
	** 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).
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