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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 31.52 | 05/02/2013 | M | 40,500 | 01/23/2006 | 01/23/2014 | Common Stock | 40,500 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 33.75 | 02/18/2007 | 02/18/2015 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 39.35 | 02/16/2008 | 02/16/2016 | Common Stock | 42,000 | 42,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 50.22 | 02/15/2010 | 02/15/2017 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 51.75 | 02/13/2011 | 02/13/2018 | Common Stock | 99,000 | 99,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 29.69 | 02/11/2012 | 02/11/2019 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 41.01 | 02/10/2013 | 02/10/2020 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 58.94 | 02/09/2012(5) | 02/09/2021 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 60 | 02/08/2013(5) | 02/08/2022 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 79.04 | 02/13/2014(5) | 02/13/2023 | Common Stock | 130,000 | 130,000 | D | ||||||||
| Restricted Stock Units | (6) | (7) | (7) | Common Stock | 47,167 | 47,167 | D | ||||||||
| Restricted Stock Units | (6) | (8) | (8) | Common Stock | 25,742 | 25,742 | D | ||||||||
| Restricted Stock Units | (6) | (9) | (9) | Common Stock | 21,037 | 21,037 | D | ||||||||
| Performance Units | (6) | (10) | (10) | Common Stock | 29,517 | 29,517 | D | ||||||||
| Performance Units | (6) | (11) | (11) | Common Stock | 29,286 | 29,286 | D | ||||||||
| Performance Units | (6) | (12) | (12) | Common Stock | 21,037 | 21,037 | D | ||||||||
| Deferred Stock Units | (6) | (13) | (13) | Common Stock | 19,877.6149 (3) | 19,877.6149 (3) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PINCHUK NICHOLAS T SNAP-ON INCORPORATED 2801 80TH STREET KENOSHA, WI 53143 |
X | Chairman, President and CEO | ||
| /s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk | 05/02/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes .8147 shares acquired under a dividend reinvestment and direct stock purchase plan. |
| (2) | This transaction was executed in multiple trades at prices ranging from $85.50 to $85.74. 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. |
| (3) | This information is based on a plan statement dated March 31, 2013. |
| (4) | Exercise of Rule 16b-3 stock option. |
| (5) | Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. |
| (6) | 1 for 1. |
| (7) | The restricted stock units were earned based on company performance during fiscal 2011. Assuming continued employment through the end of fiscal 2013, the units will then vest in one installment and the shares will be issued shortly thereafter. |
| (8) | The restricted stock units were earned based on company performance during fiscal 2012. Assuming continued employment through the end of fiscal 2014, the units will then vest in one installment and the shares will be issued shortly thereafter. |
| (9) | The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2013. Assuming continued employment through the end of fiscal 2015, 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 subject to plan limits. |
| (10) | If the company achieves certain goals over the 2011-2013 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) | 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 subject to plan limits. |
| (12) | 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 subject to plan limits. |
| (13) | 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. |