Edgar Filing: SNAP-ON Inc

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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)

SNAP-ON INCORPORATED, 2801 80TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2014

(Street)

KENOSHA, WI 53143

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/13/2014		M⁽¹⁾		78	A	⁽¹⁾	2,015	D
Common Stock	02/13/2014		F⁽²⁾		78	D	$ 109.43	1,937	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Units

⁽³⁾

02/13/2014

A⁽¹⁾

593

⁽¹⁾

Common Stock

593

⁽¹⁾

1,823

Performance Units

⁽³⁾

02/13/2014

M⁽¹⁾

⁽¹⁾

Common Stock

⁽¹⁾

1,745

Performance Units

⁽³⁾

02/13/2014

M⁽¹⁾

1,745

⁽¹⁾

Common Stock

1,745

⁽¹⁾

Deferred Stock Units

⁽³⁾

02/13/2014

M⁽¹⁾

1,745

⁽⁴⁾

Common Stock

1,745

⁽¹⁾

3,664

Restricted Stock Units

⁽³⁾

02/13/2014

A⁽⁵⁾

⁽⁵⁾

Common Stock

$ 0

1,139

Stock Option (Right to Buy)

$ 109.43

02/13/2014

7,500

02/13/2015⁽⁶⁾

02/13/2024

Common Stock

7,500

⁽⁷⁾

7,500

Performance Units

⁽³⁾

02/13/2014

854

⁽⁸⁾

Common Stock

854

$ 0

854

Restricted Stock Units

⁽³⁾

02/13/2014

854

⁽⁹⁾

Common Stock

854

$ 0

854

Stock Option (Right to Buy)

$ 58.94

02/09/2014

02/09/2021

Common Stock

1,667

Stock Option (Right to Buy)

$ 60

02/08/2013⁽⁶⁾

02/08/2022

Common Stock

6,000

Stock Option (Right to Buy)

$ 79.04

02/13/2014⁽⁶⁾

02/13/2023

Common Stock

7,000

Restricted Stock Units

⁽³⁾

⁽¹⁰⁾

Common Stock

1,244

Performance Units

⁽³⁾

⁽¹¹⁾

Common Stock

1,416

Performance Units

⁽³⁾

⁽¹²⁾

Common Stock

1,052

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnsen Constance SNAP-ON INCORPORATED 2801 80TH STREET KENOSHA, WI 53143			Vice President and Controller

Signatures

/s/ Ryan S. Lovitz under Power of Attorney for Constance R. Johnsen		02/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Based on Company performance during the 2011-2013 period, approximately 148.2% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported); the reporting person elected to defer the receipt of a portion of the underlying shares.
(2)	Shares were withheld to cover tax withholding upon the vesting of performance units.
(3)	1 for 1.
(4)	Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
(5)	Based on Company performance during fiscal 2013, approximately 108.3% of the restricted stock units originally granted were earned (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number of units originally reported). 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.
(6)	Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
(7)	This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
(8)	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.
(9)	The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2014. Assuming continued employment through the end of fiscal 2016, 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.
(10)	The restricted stock units were earned based on Company performance during fiscal 2012. Assuming continued employment through the end of fiscal 2014, the units will then vest in one installment and the shares will be issued shortly thereafter.
(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.
(12)	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.

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