Sec Form 4 Filing - KELLY ARTHUR L @ SNAP-ON Inc - 2012-04-23

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 KELLY ARTHUR L 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) KEL ENTERPRISES L.P., 20 SOUTH CLARK STREET, SUITE 2222 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2012 (Street) CHICAGO, IL60603 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 20,000 I By Trusts ( 1 ) Common Stock 04/23/2012 M 3,000 A $ 32.08 28,308.428 ( 2 ) D Common Stock 04/23/2012 S 1,590 D $ 60.6027 ( 3 ) 26,718.428 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 (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) $ 32.08 04/23/2012 M 3,000 04/25/2002 04/25/2012 Common Stock 3,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 28.43 04/24/2003 04/24/2013 Common Stock 3,000 3,000 D Stock Option (Right to Buy) $ 33.55 04/23/2004 04/23/2014 Common Stock 3,000 3,000 D Stock Option (Right to Buy) $ 32.76 04/22/2005 04/22/2015 Common Stock 3,000 3,000 D Deferred Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 28,912.412 ( 7 ) 28,912.412 ( 7 ) D Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Common Stock 7,628 7,628 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLY ARTHUR L KEL ENTERPRISES L.P. 20 SOUTH CLARK STREET, SUITE 2222 CHICAGO, IL60603 X Signatures Ryan S. Lovitz under Power of Attorney for Arthur L. Kelly 04/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported are held by the Kelly Family Trust and the A.L. Kelly Trust for which the reporting person is a trustee and beneficiary. ( 2 )Includes 141.854 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan. ( 3 )This transaction was executed in multiple trades at prices ranging from $60.60 to $60.62. 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 )Exercise of Rule 16b-3 stock option. ( 5 )1 for 1. ( 6 )Scheduled for issuance in ten equal annual installments after the earliest of July 1, 2012, termination of service as a director, death or upon a change in control. ( 7 )Includes 162.054 deferred stock units acquired through exempt dividend reinvestments. ( 8 )All restrictions lapse upon the earliest of retirement from the Board, death or a change in control; the reporting person will receive the underlying shares upon the earliest of July 1, 2012 (in which case he will receive them in ten equal installments), death or a change in control.

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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