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 ^*
ELLEN MARTIN M

(Last) | (First) | (Middle)
2801 80TH STREET

(Street)
KENOSHA | WI | 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)
SVP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/13/2009

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) |
| | | Code | V | Amount | (A) or (D) | Price | | | | | |
Common Stock | 02/11/2009 | | M^(1) | | 8,131 | A | ^(1) | 8,131 | D | | | |
Common Stock | 02/11/2009 | | F^(2) | | 8,131 | D | $26.92 | 0 | D | | | |
Common Stock | | | | | | | | 34,000 | I | By Limited Partnership ^(3) | | |
Common Stock | | | | | | | | 542.055^(4) | I | 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 (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) |
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | | | | | |
Deferred Stock Units | ^(5) | 02/11/2009 | | M^(1) | | 15,869 | | ^(6) | ^(6) | Common Stock | 15,869 | ^(1) | 21,977.261^(7) | D | | | | |
Explanation of Responses:
1. Vesting of restricted stock based on the achievement of certain company initiatives over the 2006-2008 period; 100% of the stock vested.
2. Shares to cover tax withholding obligations were withheld upon the vesting of the restricted stock.
3. Shares are held by Martin Robin Partners LP.
4. This information is based on a plan statement dated 12/31/2008.
5. 1 for 1.
6. Payment will begin within 30 days first beginning after the earliest date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.
7. Includes 77.775 deferred stock units acquired through exempt dividend reinvestments.
Remarks:
This amendment is being filed to correct information regarding the tax withholding of shares received upon the vesting of restricted stock based on the achievement of certain company inititiatves over the 2006-2008 period.
| Kenneth V. Hallett under Power of Attorney for Martin M. Ellen | 12/29/2009
| ** 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, Daniel J. Garramone, Jr., 

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 24th day of April, 2008.

/s/ Martin Ellen

Martin Ellen