SEC Form 4 · accession 0001127602-18-025000
Snap-on Inc · SNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas T Pinchuk
Officer — Chairman, President and CEO · Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 8, 2018 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000091440
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 7, 2018 | M | 40,000 | $29.69 | A | 443,955 | D | |
| Common StockF2 | Aug 7, 2018 | S | 3,400 | $168.7682 | D | 440,555 | D | |
| Common StockF3 | Aug 7, 2018 | S | 16,421 | $169.9341 | D | 424,134 | D | |
| Common StockF4 | Aug 7, 2018 | S | 1,803 | $170.3514 | D | 422,331 | D | |
| Common StockF5 | holding | — | — | — | 727 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7,F6 | $29.69 | Aug 7, 2018 | M | 40,000 | D | — | Feb 11, 2019 | Common Stock | 40,000 | 40,000 | D |
| Stock Option (Right to Buy)F6 | $41.01 | holding | — | — | — | — | Feb 10, 2020 | Common Stock | 120,000 | 120,000 | D |
| Stock Option (Right to Buy)F6 | $58.94 | holding | — | — | — | — | Feb 9, 2021 | Common Stock | 125,000 | 125,000 | D |
| Stock Option (Right to Buy)F6 | $60.00 | holding | — | — | — | — | Feb 8, 2022 | Common Stock | 125,000 | 125,000 | D |
| Stock Option (Right to Buy)F6 | $79.04 | holding | — | — | — | — | Feb 13, 2023 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F6 | $109.43 | holding | — | — | — | — | Feb 13, 2024 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F6 | $144.69 | holding | — | — | — | — | Feb 12, 2025 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F8 | $138.03 | holding | — | — | — | Feb 11, 2017 | Feb 11, 2026 | Common Stock | 135,000 | 135,000 | D |
| Stock Option (Right to Buy)F8 | $168.70 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2027 | Common Stock | 135,000 | 135,000 | D |
| Stock Option (Right to Buy)F8 | $161.18 | holding | — | — | — | Feb 15, 2019 | Feb 15, 2028 | Common Stock | 92,288 | 92,288 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | — | Common Stock | 11,851 | 11,851 | D |
| Restricted Stock UnitsF9,F11 | — | holding | — | — | — | — | — | Common Stock | 3,610 | 3,610 | D |
| Restricted Stock UnitsF9,F12 | — | holding | — | — | — | — | — | Common Stock | 10,713 | 10,713 | D |
| Performance UnitsF9,F13 | — | holding | — | — | — | — | — | Common Stock | 10,199 | 10,199 | D |
| Performance UnitsF9,F14 | — | holding | — | — | — | — | — | Common Stock | 9,577 | 9,577 | D |
| Performance UnitsF9,F15 | — | holding | — | — | — | — | — | Common Stock | 10,714 | 10,714 | D |
| Deferred Stock UnitsF5,F9,F16 | — | holding | — | — | — | — | — | Common Stock | 21,663 | 21,663 | D |
Explanation of responses
- F1The 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.
- F10The restricted stock units were earned based on Company performance during fiscal 2016. Assuming continued employment through the end of fiscal 2018, the units will then vest in one installment and the shares will be issued shortly thereafter.
- F11The 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.
- F12The 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.
- F13If 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.
- F14If 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.
- F15If 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.
- F16Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
- F2This transaction was executed in multiple trades at prices ranging from $168.20 to $169.16. 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.
- F3This transaction was executed in multiple trades at prices ranging from $169.23 to $170.22. 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.
- F4This transaction was executed in multiple trades at prices ranging from $170.23 to $170.65. 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.
- F5This information is based on a plan statement dated June 30, 2018.
- F6Option fully vested.
- F7Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan.
- F8Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
- F91 for 1.