Sec Form 4 Filing - PINCHUK NICHOLAS T @ SNAP-ON Inc - 2012-01-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PINCHUK NICHOLAS T 2. Issuer Name and Ticker or Trading Symbol SNAP-ON Inc [ SNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 2801-80TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2012 (Street) KENOSHA, WI53143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/24/2012 M( 1 ) 8,787 ( 1 ) A $ 30.06 43,997.477 D Common Stock 01/25/2012 M( 1 ) 31,213 ( 1 ) A $ 30.06 75,210.477 D Common Stock 01/24/2012 S( 1 ) 8,787 ( 1 ) D $ 55 66,423.477 D Common Stock 01/25/2012 S( 1 ) 18,713 ( 1 ) D $ 55.011 ( 2 ) 47,710.477 D Common Stock 671.476 I 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 30.06 01/24/2012 M( 1 ) 8,787 ( 1 ) 06/27/2004 06/27/2012 Common Stock 8,787 ( 3 ) 31,213 D Stock Option (Right to Buy) $ 30.06 01/25/2012 M( 1 ) 31,213 ( 1 ) 06/27/2004 06/27/2012 Common Stock 31,213 ( 3 ) 0 D Stock Option (Right to Buy) $ 25.11 01/24/2005 01/24/2013 Common Stock 40,500 40,500 D Stock Option (Right to Buy) $ 31.52 01/23/2006 01/23/2014 Common Stock 40,500 40,500 D Stock Option (Right to Buy) $ 33.75 02/18/2007 02/18/2015 Common Stock 35,000 35,000 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 02/15/2010 02/15/2017 Common Stock 40,000 40,000 D Stock Option (Right to Buy) $ 51.75 02/13/2011 02/13/2018 Common Stock 99,000 99,000 D Stock Option (Right to Buy) $ 29.69 02/11/2010( 4 ) 02/11/2019 Common Stock 120,000 120,000 D Stock Option (Right to Buy) $ 41.01 02/10/2011( 4 ) 02/10/2020 Common Stock 120,000 120,000 D Stock Option (Right to Buy) $ 58.94 02/09/2012( 4 ) 02/09/2021 Common Stock 125,000 125,000 D Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 52,632 52,632 D Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 29,516 29,516 D Performance Units ( 5 ) ( 8 ) ( 8 ) Common Stock 33,280 33,280 D Performance Units ( 5 ) ( 9 ) ( 9 ) Common Stock 36,174 36,174 D Performance Units ( 5 ) ( 10 ) ( 10 ) Common Stock 29,517 29,517 D Deferred Stock Units ( 5 ) ( 11 ) ( 11 ) Common Stock 19,383.462 19,383.462 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PINCHUK NICHOLAS T 2801-80TH STREET KENOSHA, WI53143 X Chairman, President and CEO Signatures Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk 01/25/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan. ( 2 )This transaction was executed in multiple trades at prices ranging from $55.00 to $55.06. The price reported above reflects the weighted average sale price. The reporting person herby 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. ( 3 )Exercise of Rule 16b-3 stock option. ( 4 )Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. ( 5 )1 for 1. ( 6 )The restricted stock units were earned based on company performance during 2010. Assuming continued employment through the end of fiscal 2012, 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 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. 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. ( 8 )If the company achieves certain goals over the 2009-2011 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 )If the company achieves certain goals over the 2010-2012 period, the performance units will vest and stock will be awarded. The grant reported above represents the target number of units that may be earned; the maximum amount is 200% of the number reported subject to plan limits. ( 10 )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 subject to plan limits. ( 11 )Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

Remarks: The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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