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^*

Boyd Iain

(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)
	VP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2014

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	02/13/2014		M⁽¹⁾		3,573	A	⁽¹⁾	6,493.7976	D
Common Stock	02/13/2014		F⁽²⁾		1,284	D	$109.43	5,209.7976	D
Common Stock	02/14/2014		S		4,788	D	$108.6523⁽³⁾	421.7976	D
Common Stock								554.1494⁽⁴⁾	I	By 401(k) Plan

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	⁽⁵⁾	02/13/2014		A⁽¹⁾		1,162		⁽¹⁾	⁽¹⁾	Common Stock	1,162	⁽¹⁾	3,573	D
Performance Units	⁽⁵⁾	02/13/2014		M⁽¹⁾			3,573	⁽¹⁾	⁽¹⁾	Common Stock	3,573	⁽¹⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/13/2014		A⁽⁶⁾		175		⁽⁶⁾	⁽⁶⁾	Common Stock	175	$0	2,278	D
Stock Option (Right to Buy)	$109.43	02/13/2014		A		13,500		02/13/2015⁽⁷⁾	02/13/2024	Common Stock	13,500	⁽⁸⁾	13,500	D
Performance Units	⁽⁵⁾	02/13/2014		A		1,660		⁽⁹⁾	⁽⁹⁾	Common Stock	1,660	$0	1,660	D
Restricted Stock Units	⁽⁵⁾	02/13/2014		A		1,659		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,659	$0	1,659	D
Stock Option (Right to Buy)	$50.22							02/15/2010	02/15/2017	Common Stock	5,400		5,400	D
Stock Option (Right to Buy)	$51.75							02/13/2011	02/13/2018	Common Stock	6,480		6,480	D
Stock Option (Right to Buy)	$29.69							02/11/2012	02/11/2019	Common Stock	2,160		2,160	D
Stock Option (Right to Buy)	$41.01							02/10/2013	02/10/2020	Common Stock	6,500		6,500	D
Stock Option (Right to Buy)	$58.94							02/09/2014	02/09/2021	Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$60							02/08/2013⁽⁷⁾	02/08/2022	Common Stock	12,000		12,000	D
Stock Option (Right to Buy)	$79.04							02/13/2014⁽⁷⁾	02/13/2023	Common Stock	13,000		13,000	D
Restricted Stock Units	⁽⁵⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,574		2,574	D
Performance Units	⁽⁵⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	2,929		2,929	D
Performance Units	⁽⁵⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	2,104		2,104	D
Deferred Stock Units	⁽⁵⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	312.122⁽⁴⁾		312.122⁽⁴⁾	D

Explanation of Responses:

1. Based on Company performance during the 2011-2013 period, approximately 148.2% 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 $108.47 to $108.77. 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. This information is based on a plan statement dated December 31, 2013.

5. 1 for 1.

6. Based on Company performance during fiscal 2013, approximately 108.3% 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 2015, the units will then vest in one installment and the shares will be issued shortly thereafter.

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

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

9. 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.

10. The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2014. Assuming continued employment through the end of fiscal 2016, 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.

11. 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.

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.

13. 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.

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

	/s/ Ryan S. Lovitz under Power of Attorney for Iain Boyd	02/17/2014
	** 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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