Sec Form 4 Filing - PINCHUK NICHOLAS T @ SNAP-ON Inc - 2015-02-20

Insider filing report for Changes in Beneficial Ownership
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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)
SNAP-ON INCORPORATED, 2801 80TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2015
(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 02/20/2015 M 42,000 A $ 39.35 293,124.7252 D
Common Stock 02/20/2015 S 12,726 D $ 145.3693 ( 1 ) 280,398.7252 D
Common Stock 02/20/2015 S 12,577 D $ 145.8623 ( 2 ) 267,821.7252 D
Common Stock 686.9987 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 (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) $ 39.35 02/20/2015 M 42,000 02/16/2008 02/16/2016 Common Stock 42,000 ( 3 ) 0 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 02/11/2012 02/11/2019 Common Stock 120,000 120,000 D
Stock Option (Right to Buy) $ 41.01 02/10/2013 02/10/2020 Common Stock 120,000 120,000 D
Stock Option (Right to Buy) $ 58.94 02/09/2014 02/09/2021 Common Stock 125,000 125,000 D
Stock Option (Right to Buy) $ 60 02/08/2015 02/08/2022 Common Stock 125,000 125,000 D
Stock Option (Right to Buy) $ 79.04 02/13/2014( 4 ) 02/13/2023 Common Stock 130,000 130,000 D
Stock Option (Right to Buy) $ 109.43 02/13/2015( 4 ) 02/13/2024 Common Stock 130,000 130,000 D
Stock Option (Right to Buy) $ 144.69 02/12/2016( 4 ) 02/12/2025 Common Stock 130,000 130,000 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 22,783 22,783 D
Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 20,821 20,821 D
Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Common Stock 12,658 12,658 D
Performance Units ( 5 ) ( 9 ) ( 9 ) Common Stock 21,037 21,037 D
Performance Units ( 5 ) ( 10 ) ( 10 ) Common Stock 15,620 15,620 D
Performance Units ( 5 ) ( 11 ) ( 11 ) Common Stock 12,658 12,658 D
Deferred Stock Units ( 5 ) ( 12 ) ( 12 ) Common Stock 20,425.2727 20,425.2727 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PINCHUK NICHOLAS T
SNAP-ON INCORPORATED
2801 80TH STREET
KENOSHA, WI53143
X Chairman, President and CEO
Signatures
/s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk 02/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $145.02 to $145.55. 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.
( 2 )This transaction was executed in multiple trades at prices ranging from $145.56 to $146.13. 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 fiscal 2013. 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 )The restricted stock units were earned based on Company performance during fiscal 2014. Assuming continued employment through the end of fiscal 2016, 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 2015. Assuming continued employment through the end of fiscal 2017, 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, subject to plan limits.
( 9 )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, subject to plan limits.
( 10 )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, subject to plan limits.
( 11 )If the Company achieves certain goals over the 2015-2017 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.
( 12 )Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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