Anup R Banerjee Form 4 SNAP-ON / Anup R Banerjee ownership change

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^*

Banerjee Anup R

(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)
Sr VP & Chief Devel. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2018

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	12/29/2018		M(1)		2,154	A	(1)	2,947	D
Common Stock	12/29/2018		F(2)		938	D	$144.25	2,009	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	(3)	12/29/2018		M(1)			2,154	(1)	(1)	Common Stock	2,154	(1)	0	D
Stock Option (Right to Buy)	$144.69							(4)	02/12/2025	Common Stock	13,500		13,500	D
Stock Option (Right to Buy)	$138.03							02/11/2017(5)	02/11/2026	Common Stock	9,000		9,000	D
Stock Option (Right to Buy)	$168.7							02/09/2018(5)	02/09/2027	Common Stock	28,000		28,000	D
Stock Option (Right to Buy)	$161.18							02/15/2019(5)	02/15/2028	Common Stock	22,489		22,489	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	711		711	D
Restricted Stock Units	(3)							(7)	(7)	Common Stock	2,610		2,610	D
Performance Units	(3)							(8)	(8)	Common Stock	1,855		1,855	D
Performance Units	(3)							(9)	(9)	Common Stock	1,887		1,887	D
Performance Units	(3)							(10)	(10)	Common Stock	2,611		2,611	D
Deferred Stock Units	(3)							(11)	(11)	Common Stock	7,232.7336(12)		7,232.7336(12)	D

Explanation of Responses:

1. The restricted stock units were earned based on Company performance during fiscal 2016 and vested in one installment based on continued employment through the end of fiscal 2018.

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

3. 1 for 1.

4. Option fully vested.

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 2017. Assuming continued employment through the end of fiscal 2019, 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 2018. Assuming continued employment through the end of fiscal 2020, 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.

8. 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.

9. 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.

10. If the Company achieves certain goals over the 2018-2020 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. Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.

12. This information is based on a plan statement dated September 30, 2018.

	/s/ Ryan S. Lovitz under Power of Attorney for Anup R. Banerjee	01/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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