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^*

ELLEN MARTIN M

(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)
	SVP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

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								518.566	I	401(k) Plan
Common Stock	05/02/2008		G	V	500	A	⁽⁹⁾	33,643	I	By Limited Partnership⁽¹⁾

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)	$31.52							01/23/2006	01/23/2014	Common Stock	41,828		41,828	D
Stock Option (Right to Buy)	$33.75							02/18/2007	02/18/2015	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$39.35							02/16/2008	02/16/2016	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$50.22							⁽²⁾	02/15/2017	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$51.75							⁽³⁾	02/13/2018	Common Stock	42,000		42,000	D
Deferred Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	6,000.4292		6,000.4292	D
Restricted Stock	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	24,000		24,000	D
Restricted Stock	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	18,500		18,500	D
Restricted Stock	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	20,640		20,640	D

Explanation of Responses:

1. Shares are held by Martin Robin Partners LP.

2. One third of the option vested on 2/15/2008, and one third will vest on each of 2/15/2009 and 2/15/2010.

3. One third of the option vests on each of 2/13/2009, 2/13/2010, and 2/13/2011.

4. 1 for 1.

5. Payment will begin within 30 days first beginning after the earliest date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

6. The stock vests on the achievement of certain company initiatives over the 2006-2008 period.

7. The stock vests on the achievement of certain company initiatives over the 2007-2009 period.

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

9. Change in form of beneficial ownership by contribution to the partnership. These shares were previously reported as directly owned.

Remarks:

	Kenneth V. Hallett under Power of Attorney for Martin M. Ellen	05/02/2008
	** 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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