Statement of Changes in Beneficial Ownership (4)
June 02 2022 - 4:26PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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PINCHUK NICHOLAS T |
2. Issuer Name and Ticker or Trading Symbol
Snap-on Inc
[
SNA
]
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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 |
(Last)
(First)
(Middle)
SNAP-ON INCORPORATED, 2801 80TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
(Street)
KENOSHA, WI 53143
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/1/2022 | | M(1) | | 30000 | A | $79.04 | 641516.7501 (2) | D | |
Common Stock | 6/1/2022 | | S(1) | | 7620 | D | $215.2898 (3) | 633896.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 5032 | D | $216.395 (4) | 628864.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 4541 | D | $217.2741 (5) | 624323.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 701 | D | $217.951 (6) | 623622.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 600 | D | $219.0833 (7) | 623022.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 200 | D | $220.35 | 622822.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 200 | D | $221.79 | 622622.7501 | D | |
Common Stock | 6/1/2022 | | S(1) | | 500 | D | $223.21 (8) | 622122.7501 | D | |
Common Stock | | | | | | | | 796.2591 (9) | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $79.04 | 6/1/2022 | | M (1) | | | 30000 | (10) | 2/13/2023 | Common Stock | 30000 | (11) | 100000 | D | |
Stock Option (Right to Buy) | $109.43 | | | | | | | (10) | 2/13/2024 | Common Stock | 130000 | | 130000 | D | |
Stock Option (Right to Buy) | $144.69 | | | | | | | (10) | 2/12/2025 | Common Stock | 130000 | | 130000 | D | |
Stock Option (Right to Buy) | $138.03 | | | | | | | (10) | 2/11/2026 | Common Stock | 135000 | | 135000 | D | |
Stock Option (Right to Buy) | $168.70 | | | | | | | (10) | 2/9/2027 | Common Stock | 135000 | | 135000 | D | |
Stock Option (Right to Buy) | $161.18 | | | | | | | (10) | 2/15/2028 | Common Stock | 92288 | | 92288 | D | |
Stock Option (Right to Buy) | $155.92 | | | | | | | (10) | 2/14/2029 | Common Stock | 83059 | | 83059 | D | |
Stock Option (Right to Buy) | $155.34 | | | | | | | 2/13/2021 (12) | 2/13/2030 | Common Stock | 83059 | | 83059 | D | |
Stock Option (Right to Buy) | $189.89 | | | | | | | 2/11/2022 (12) | 2/11/2031 | Common Stock | 40687 | | 40687 | D | |
Stock Option (Right to Buy) | $211.67 | | | | | | | 2/10/2023 (12) | 2/10/2032 | Common Stock | 32286 | | 32286 | D | |
Restricted Stock Units | (13) | | | | | | | 2/11/2024 (14) | 2/11/2024 (14) | Common Stock | 6344 | | 6344 | D | |
Restricted Stock Units | (13) | | | | | | | 2/10/2025 (14) | 2/10/2025 (14) | Common Stock | 5519 | | 5519 | D | |
Performance Units | (13) | | | | | | | (15) | (15) | Common Stock | 10033 | | 10033 | D | |
Performance Units | (13) | | | | | | | (16) | (16) | Common Stock | 19033 | | 19033 | D | |
Performance Units | (13) | | | | | | | (17) | (17) | Common Stock | 16558 | | 16558 | D | |
Deferred Stock Units | (13) | | | | | | | (18) | (18) | Common Stock | 23792.7936 (9) | | 23792.7936 (9) | 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 1.4506 shares acquired under a dividend reinvestment plan. |
(3) | This transaction was executed in multiple trades at prices ranging from $214.80 to $215.78. 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 $215.81 to $216.80. 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 $216.83 to $217.79. 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 transaction was executed in multiple trades at prices ranging from $217.83 to $218.66. 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. |
(7) | This transaction was executed in multiple trades at prices ranging from $218.83 to $219.44. 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. |
(8) | This transaction was executed in multiple trades at prices ranging from $223.19 to $223.24. 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. |
(9) | This information is based on a plan statement dated March 31, 2022. |
(10) | Option fully vested. |
(11) | Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan. |
(12) | Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. |
(13) | 1 for 1. |
(14) | The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment. |
(15) | If the Company achieves certain goals over the 2020-2022 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 2021-2023 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) | If the Company achieves certain goals over the 2022-2024 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. |
(18) | Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment. |
Reporting Owners
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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 |
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Signatures
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/s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk | | 6/1/2022 |
**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 control number. |
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