SEC Form 4 · accession 0001127602-19-006911
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
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 5:15 pm EST
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 StockF1 | Feb 14, 2019 | M | 8,863 | — | A | 455,526 | D | |
| Common Stock | Feb 14, 2019 | F | 3,927 | $155.92 | D | 451,599 | D | |
| Common StockF3 | holding | — | — | — | 738 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF1,F4 | — | Feb 14, 2019 | D | 1,336 | D | — | — | Common Stock | 1,336 | 8,863 | D |
| Performance UnitsF1,F4 | — | Feb 14, 2019 | M | 8,863 | D | — | — | Common Stock | 8,863 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Feb 14, 2019 | D | 2,346 | D | — | — | Common Stock | 2,346 | 8,367 | D |
| Stock Option (Right to Buy)F7,F6 | $155.92 | Feb 14, 2019 | A | 83,059 | A | Feb 14, 2020 | Feb 14, 2029 | Common Stock | 83,059 | 83,059 | D |
| Restricted Stock UnitsF4,F8 | — | Feb 14, 2019 | A | 10,567 | A | — | — | Common Stock | 10,567 | 10,567 | D |
| Performance UnitsF4,F9 | — | Feb 14, 2019 | A | 10,568 | A | — | — | Common Stock | 10,568 | 10,568 | D |
| Stock Option (Right to Buy)F10 | $41.01 | holding | — | — | — | — | Feb 10, 2020 | Common Stock | 120,000 | 120,000 | D |
| Stock Option (Right to Buy)F10 | $58.94 | holding | — | — | — | — | Feb 9, 2021 | Common Stock | 125,000 | 125,000 | D |
| Stock Option (Right to Buy)F10 | $60.00 | holding | — | — | — | — | Feb 8, 2022 | Common Stock | 125,000 | 125,000 | D |
| Stock Option (Right to Buy)F10 | $79.04 | holding | — | — | — | — | Feb 13, 2023 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F10 | $109.43 | holding | — | — | — | — | Feb 13, 2024 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F10 | $144.69 | holding | — | — | — | — | Feb 12, 2025 | Common Stock | 130,000 | 130,000 | D |
| Stock Option (Right to Buy)F10 | $138.03 | holding | — | — | — | — | Feb 11, 2026 | Common Stock | 135,000 | 135,000 | D |
| Stock Option (Right to Buy)F6 | $168.70 | holding | — | — | — | Feb 9, 2018 | Feb 9, 2027 | Common Stock | 135,000 | 135,000 | D |
| Stock Option (Right to Buy)F6 | $161.18 | holding | — | — | — | Feb 15, 2019 | Feb 15, 2028 | Common Stock | 92,288 | 92,288 | D |
| Restricted Stock UnitsF4,F11 | — | holding | — | — | — | — | — | Common Stock | 3,610 | 3,610 | D |
| Performance UnitsF4,F12 | — | holding | — | — | — | — | — | Common Stock | 9,577 | 9,577 | D |
| Performance UnitsF4,F13 | — | holding | — | — | — | — | — | Common Stock | 10,714 | 10,714 | D |
| Deferred Stock UnitsF3,F4,F14 | — | holding | — | — | — | — | — | Common Stock | 21,899 | 21,899 | D |
Explanation of responses
- F1Based on Company performance during the 2016-2018 period, approximately 86.9% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported, subject to plan limits).
- F10Option fully vested.
- 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.
- F12If 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.
- F13If 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.
- F14Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
- F2Shares were withheld to cover tax withholding upon the vesting of performance units.
- F3This information is based on a plan statement dated December 31, 2018.
- F41 for 1.
- F5Based on Company performance during fiscal 2018, approximately 78.1% of the restricted stock units originally granted were earned (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number of units originally reported, subject to plan limits). 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.
- F6Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
- F7This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
- F8The 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.
- F9If 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.