SEC Filing | Snap-on Incorporated

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Ward Thomas J

(Last)

(First)

(Middle)

SNAP-ON INCORPORATED

2801 80TH STREET

(Street)

KENOSHA

53143

(City)

(State)

(Zip)

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)
Sr VP & President - RS&I Group

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2017

4. If Amendment, Date of 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

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	12/30/2017		M⁽¹⁾		5,805	A	⁽¹⁾	49,851.0032⁽²⁾	D
Common Stock	12/30/2017		F⁽³⁾		2,640	D	$174.3	47,211.0032	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/30/2017		M⁽¹⁾			5,805	⁽¹⁾	⁽¹⁾	Common Stock	5,805	⁽¹⁾	0	D
Stock Option (Right to Buy)	$79.04							⁽⁵⁾	02/13/2023	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$109.43							⁽⁵⁾	02/13/2024	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$144.69							02/12/2016⁽⁶⁾	02/12/2025	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$138.03							02/11/2017⁽⁶⁾	02/11/2026	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$168.7							02/09/2018⁽⁶⁾	02/09/2027	Common Stock	42,000		42,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	3,950		3,950	D
Restricted Stock Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	3,192		3,192	D
Performance Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	4,220		4,220	D
Performance Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,400		3,400	D
Performance Units	⁽⁴⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,192		3,192	D

Explanation of Responses:

1. The restricted stock units were earned based on Company performance during fiscal 2015 and vested in one installment based on continued employment through the end of fiscal 2017.

2. Includes 0.0237 shares acquired under a dividend reinvestment plan.

3. Shares were withheld to cover tax withholding upon the vesting of the restricted stock units.

4. 1 for 1.

5. Option fully vested.

6. Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

7. The restricted stock units were earned based on Company performance during fiscal 2016. Assuming continued employment through the end of fiscal 2018, 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 2017. Assuming continued employment through the end of fiscal 2019, 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 number is 200% of the number reported, subject to plan limits.

9. 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.

10. If the Company achieves certain goals over the 2016-2018 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 2017-2019 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.

	/s/ Ryan S. Lovitz under Power of Attorney for Thomas J. Ward	01/02/2018
	** Signature of Reporting Person	Date
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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of Irwin M. Shur, Kenneth V. Hallett, Ryan S.
Lovitz and Ryan P. Morrison, signing singly, and with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Snap-on
Incorporated (the Company), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and any other forms or reports the undersigned may be
required to file in connection with the undersigned's ownership,
acquisition, or disposition of securities of the Company;

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, or other form or report, complete
and execute any amendment or amendments thereto, and timely
file such form or report with the SEC and any stock exchange or
similar authority; and

(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights
and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney revokes any previous Power of Attorney
filed with the Company for the purposes set forth herein and shall
remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company,
unless expressly revoked before that time.

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 8th day of November 2010.


/s/ Thomas J. Ward
Thomas J. Ward