Sec Form 4 Filing - Johnsen Constance @ SNAP-ON Inc - 2012-07-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Johnsen Constance
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)
Vice President and Controller
(Last) (First) (Middle)
2801 80TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2012
(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 07/23/2012 M 4,300 A $ 50.22 5,288.027 ( 1 ) D
Common Stock 07/23/2012 M 4,320 A $ 51.75 9,608.027 D
Common Stock 07/23/2012 S 8,620 D $ 66.8406 ( 2 ) 988.027 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) $ 50.22 07/23/2012 M 4,300 02/15/2010 02/15/2017 Common Stock 4,300 ( 3 ) 0 D
Stock Option (Right to Buy) $ 51.75 07/23/2012 M 4,320 02/13/2011 02/13/2018 Common Stock 4,320 ( 3 ) 0 D
Stock Option (Right to Buy) $ 41.01 02/10/2011( 4 ) 02/10/2020 Common Stock 1,500 1,500 D
Stock Option (Right to Buy) $ 58.94 02/09/2012( 4 ) 02/09/2021 Common Stock 5,000 5,000 D
Stock Option (Right to Buy) $ 60 02/08/2013( 4 ) 02/08/2022 Common Stock 6,000 6,000 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 2,161 2,161 D
Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 1,966 1,966 D
Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Common Stock 1,415 1,415 D
Performance Units ( 5 ) ( 9 ) ( 9 ) Common Stock 1,486 1,486 D
Performance Units ( 5 ) ( 10 ) ( 10 ) Common Stock 1,230 1,230 D
Performance Units ( 5 ) ( 11 ) ( 11 ) Common Stock 1,416 1,416 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnsen Constance
2801 80TH STREET
KENOSHA, WI53143
Vice President and Controller
Signatures
Ryan S. Lovitz under Power of Attorney for Constance R. Johnsen 07/24/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares acquired under the Snap-on Incorporated Employee Stock Ownership Plan and the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.
( 2 )This transaction was executed in multiple trades at prices ranging from $66.69 to $67.26. 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.
( 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 were earned based on company performance 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.
( 8 )The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2012. Assuming continued employment through the end of fiscal 2014, 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.
( 9 )If the company achieves certain goals over the 2010-2012 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 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.
( 11 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.