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

OMB APPROVAL

OMB Number: | 3235-0287
Estimated average burden
hours per response: | 0.5

| 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 ^*
MORENO JEANNE M

(Last) | (First) | (Middle)
SNAP-ON INCORPORATED
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)
VP & Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2015

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) |
| | | Code | V | Amount | (A) or (D) | Price | | | | | |
Common Stock | 01/03/2015 | | M^(1) | | 2,831 | A | ^(1) | 12,480.73^(2) | D | | | |
Common Stock | 01/03/2015 | | F^(3) | | 922 | D | $136.29 | 11,558.73 | 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) |
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | | | | | |
Restricted Stock Units | ^(4) | 01/03/2015 | | M^(1) | | | 2,831 | ^(1) | ^(1) | Common Stock | 2,831 | ^(1) | 0 | D | | | | |
Stock Option (Right to Buy) | $60 | | | | | | | 02/08/2013^(5) | 02/08/2022 | Common Stock | 4,500 | | 4,500 | D | | | | |
Stock Option (Right to Buy) | $79.04 | | | | | | | 02/13/2014^(5) | 02/13/2023 | Common Stock | 9,000 | | 9,000 | D | | | | |
Stock Option (Right to Buy) | $109.43 | | | | | | | 02/13/2015^(5) | 02/13/2024 | Common Stock | 13,500 | | 13,500 | D | | | | |
Restricted Stock Units | ^(4) | | | | | | | ^(6) | ^(6) | Common Stock | 2,349 | | 2,349 | D | | | | |
Restricted Stock Units | ^(4) | | | | | | | ^(7) | ^(7) | Common Stock | 1,611 | | 1,611 | D | | | | |
Performance Units | ^(4) | | | | | | | ^(8) | ^(8) | Common Stock | 3,222 | | 3,222 | D | | | | |
Performance Units | ^(4) | | | | | | | ^(9) | ^(9) | Common Stock | 2,170 | | 2,170 | D | | | | |
Performance Units | ^(4) | | | | | | | ^(10) | ^(10) | Common Stock | 1,611 | | 1,611 | D | | | | |
Explanation of Responses:
1. The restricted stock units were earned based on Company performance during fiscal 2012 and vested in one installment based on continued employment through the end of fiscal 2014.
2. Includes 37.823 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. Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
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 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.
8. 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.
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.
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.
| /s/ Ryan S. Lovitz under Power of Attorney for Jeanne M. Moreno | 01/06/2015
| ** 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 9th day of November 2010.

/s/ Jeanne M. Moreno                    
Jeanne M. Moreno