Snap-on Form 4 / NICHOLAS T PINCHUK 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^*

PINCHUK NICHOLAS T

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2019

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	06/19/2019		M⁽¹⁾		33,334	A	$41.01	493,152.1596⁽²⁾	D
Common Stock	06/19/2019		S⁽¹⁾		15,791	D	$164.3572⁽³⁾	477,361.1596	D
Common Stock	06/19/2019		S⁽¹⁾		2,960	D	$165.5762⁽⁴⁾	474,401.1596	D
Common Stock	06/19/2019		S⁽¹⁾		652	D	$166.1395⁽⁵⁾	473,749.1596	D
Common Stock								740.5224⁽⁶⁾	I	By 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)
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)
Stock Option (Right to Buy)	$41.01	06/19/2019		M⁽¹⁾			33,334	⁽⁷⁾	02/10/2020	Common Stock	33,334	⁽⁸⁾	66,666	D
Stock Option (Right to Buy)	$58.94							⁽⁷⁾	02/09/2021	Common Stock	125,000		125,000	D
Stock Option (Right to Buy)	$60							⁽⁷⁾	02/08/2022	Common Stock	125,000		125,000	D
Stock Option (Right to Buy)	$79.04							⁽⁷⁾	02/13/2023	Common Stock	130,000		130,000	D
Stock Option (Right to Buy)	$109.43							⁽⁷⁾	02/13/2024	Common Stock	130,000		130,000	D
Stock Option (Right to Buy)	$144.69							⁽⁷⁾	02/12/2025	Common Stock	130,000		130,000	D
Stock Option (Right to Buy)	$138.03							⁽⁷⁾	02/11/2026	Common Stock	135,000		135,000	D
Stock Option (Right to Buy)	$168.7							02/09/2018⁽⁹⁾	02/09/2027	Common Stock	135,000		135,000	D
Stock Option (Right to Buy)	$161.18							02/15/2019⁽⁹⁾	02/15/2028	Common Stock	92,288		92,288	D
Stock Option (Right to Buy)	$155.92							02/14/2020⁽⁹⁾	02/14/2029	Common Stock	83,059		83,059	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,610		3,610	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	8,367		8,367	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	10,567		10,567	D
Performance Units	⁽¹⁰⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	9,577		9,577	D
Performance Units	⁽¹⁰⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	10,714		10,714	D
Performance Units	⁽¹⁰⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	10,568		10,568	D
Deferred Stock Units	⁽¹⁰⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	22,029.2037⁽⁶⁾		22,029.2037⁽⁶⁾	D

Explanation of Responses:

1. The option was exercised, and a portion of the underlying shares were sold to cover the exercise price and estimated tax liability, pursuant to a Rule 10b5-1 Plan.

2. Includes 1.1376 shares acquired under a dividend reinvestment plan.

3. This transaction was executed in multiple trades at prices ranging from $163.93 to $164.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

4. This transaction was executed in multiple trades at prices ranging from $164.94 to $165.93. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

5. This transaction was executed in multiple trades at prices ranging from $166.02 to $166.38. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

6. This information is based on a plan statement dated March 31, 2019.

7. Option fully vested.

8. Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan.

9. Original stock appreciation rights grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.

10. 1 for 1.

11. 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.

12. The restricted stock units were earned based on Company performance during fiscal 2018. Assuming continued employment through the end of fiscal 2020, the units will then vest in one installment and the shares will be issued shortly thereafter.

13. The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2019. Assuming continued employment through the end of fiscal 2021, 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.

14. 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.

15. 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.

16. If the Company achieves certain goals over the 2019-2021 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.

17. Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.

	/s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk	06/19/2019
	** 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).
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Snap-on (SNA) Form 4SNAP-ON / NICHOLAS T PINCHUK ownership change