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	

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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 *
PINCHUK NICHOLAS T	

(Last)	
(First)	
(Middle)	

10801 CORPORATE DRIVE	

 	

(Street)
PLEASANT PRAIRIE	
WI	
53158	

(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)	

S.V.P. and President C&I Group	

	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
01/23/2004	 	 	 	
 	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	 	 	 	 	 	 	 	354.769(1)	I	401(k)	 	 	 	
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	 	 	 	 	 	 	 	 	
Stock Option (Right to Buy)	$30.06	 	 	 	 	 	 	(2)	06/27/2012	Common Stock	39,100	 	39,100	D	 	 	 	 	 	
Stock Option (Right to Buy)	$25.11	 	 	 	 	 	 	(3)	01/24/2013	Common Stock	40,500	 	40,500	D	 	 	 	 	 	
Stock Option (Right to Buy)	$31.52	01/23/2004	 	A	 	40,500	 	(4)	01/23/2014	Common Stock	40,500	(5)	40,500	D	 	 	 	 	 	
Deferred Stock Units	(6)	 	 	 	 	 	 	(7)	(7)	Common Stock	449.663(8)	 	449.663(8)	D	 	 	 	 	 	
Restricted Stock	(6)	 	 	 	 	 	 	(9)	(9)	Common Stock	12,500	 	12,500	D	 	 	 	 	 	
Restricted Stock	(6)	 	 	 	 	 	 	(10)	(10)	Common Stock	48,000	 	48,000	D	 	 	 	 	 	
Explanation of Responses:	
1. Includes 252.047 shares acquired pursuant to the Corporation's 401(k) Plan.	
2. One half of the option vested on 6/27/2003 and the remainder vests on 6/27/2004.	
3. One half of the option vested on 1/24/2004 and the remainder vests on 1/24/2005.	
4. One half of the option vests on 1/23/2005 and the remainder vests on 1/23/2006.	
5. Grant of stock option from company. There is not a price for the derivative security.	
6. 1 for 1.	
7. Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.	
8. Includes 449.663 shares acquired pursuant to the Corporation's Deferred Compensation Plan.	
9. The units vest on the achievement of certain company initiatives over the 2002-2003 period.	
10. The units vest on the achievement of certain company initiatives over the 2003-2005 period.	
Remarks:	
 	
 	Jason D. Bartel under Power of Attorney for Nicholas T. Pinchuk	01/27/2004	
 	** 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.