Edgar Filing: Ward Thomas J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ward Thomas J

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 & President - Tools

(Last)

(First)

(Middle)

2801 80TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2010

(Street)

KENOSHA, WI 53143

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								12,502.562 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 32.22

01/25/2004

01/25/2012

Common Stock

9,000

Stock Option (Right to Buy)

$ 31.52

01/23/2006

01/23/2014

Common Stock

7,200

Stock Option (Right to Buy)

$ 33.75

02/18/2007

02/18/2015

Common Stock

6,480

Stock Option (Right to Buy)

$ 31.48

02/18/2007

04/01/2015

Common Stock

3,220

Stock Option (Right to Buy)

$ 39.35

02/16/2008

02/16/2016

Common Stock

15,000

Stock Option (Right to Buy)

$ 37.47

04/27/2008

04/27/2016

Common Stock

5,000

Stock Option (Right to Buy)

$ 50.22

⁽²⁾

02/15/2017

Common Stock

40,000

Stock Option (Right to Buy)

$ 54.5

⁽³⁾

04/30/2017

Common Stock

10,000

Stock Option (Right to Buy)

$ 51.75

⁽⁴⁾

02/13/2018

Common Stock

40,000

Stock Option (Right to Buy)

$ 29.69

⁽⁵⁾

02/11/2019

Common Stock

40,000

Stock Option (Right to Buy)

$ 41.01

02/10/2010

42,000

⁽⁶⁾

02/10/2020

Common Stock

42,000

⁽⁷⁾

42,000

Restricted Stock

⁽⁸⁾

02/10/2010

D⁽⁹⁾

18,500

⁽⁹⁾

Common Stock

18,500

⁽⁹⁾

Restricted Stock

⁽⁸⁾

⁽¹⁰⁾

Common Stock

20,600

Restricted Stock Units

⁽⁸⁾

02/10/2010

D⁽¹¹⁾

5,668

⁽¹¹⁾

Common Stock

5,668

⁽¹¹⁾

7,406

Restricted Stock Units

⁽⁸⁾

02/10/2010

14,211

⁽¹²⁾

Common Stock

14,211

$ 0

14,211

Performance Units

⁽⁸⁾

⁽¹³⁾

Common Stock

13,074

Performance Units

⁽⁸⁾

02/10/2010

14,211

⁽¹⁴⁾

Common Stock

14,211

$ 0

14,211

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ward Thomas J 2801 80TH STREET KENOSHA, WI 53143			Sr VP & President - Tools

Signatures

Kenneth V. Hallett under Power of Attorney for Thomas J. Ward		02/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.
(2)	One third of the option vested on each of 2/15/2008 and 2/15/2009, and one third will vest on 2/15/2010.
(3)	One third of the option vested on each of 4/30/2008 and 4/30/2009, and one third will vest on 4/30/2010.
(4)	One third of the option vested on 2/13/2009, and one third vests on each of 2/13/2010 and 2/13/2011.
(5)	One third of the option vested on 2/11/2010, and one third vests on each of 2/11/2011 and 2/11/2012.
(6)	One third of the option vests on each of 2/10/2011, 2/10/2012 and 2/10/2013.
(7)	This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
(8)	1 for 1.
(9)	Based on company performance during the 2007-2009 period, none of the stock vested.
(10)	The stock vests on the achievement of certain company initiatives over the 2008-2010 period.
(11)	Based on company performance during 2009, approximately 57% of the restricted stock units were earned. Assuming continued employment on the payment date, which will occur in February 2012, the units will then vest in one installment and the shares will be issued.
(12)	The restricted stock units may be earned based on the achievement of certain company goals during 2010. Assuming continued employment on the payment date, which will occur in February 2013, the units will then vest in one installment and shares will be issued. The grant reported above represents the target number of units that may be earned; the maximum amount is 200% of the number reported.
(13)	If the company achieves certain goals over the 2009-2011 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.
(14)	If the company achieves certain goals over the 2010-2012 period, the performance units will vest and stock will be awarded. The grant reported above represents the target number of units that may be earned; the maximum amount is 200% of the number reported.
Remarks: This form also reflects the elimination of approximately seven share equivalents previously shown as deferred. Those share equivalents resulted from a clerical error in 2006.

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