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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Johnsen Constance
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)
Vice President and Controller
(Last)          (First)          (Middle)

SNAP-ON INCORPORATED, 2801 80TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2015
(Street)

KENOSHA, WI 53143
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/12/2015     M (1)    41   A   (1) 1978   D    
Common Stock   2/12/2015     F (2)    41   D $144.69   1937   D    
Common Stock   2/17/2015     M    2333   A $79.04   4270   D    
Common Stock   2/17/2015     S    2333   D $145.7903   (3) 1937   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Performance Units     (4) 2/12/2015     A   (1)    309         (1)   (1) Common Stock   309     (1) 1725   D    
Performance Units     (4) 2/12/2015     M   (1)       41      (1)   (1) Common Stock   41     (1) 1684   D    
Performance Units     (4) 2/12/2015     M   (1)       1684      (1)   (1) Common Stock   1684     (1) 0   D    
Deferred Stock Units     (4) 2/12/2015     M   (1)    1684         (5)   (5) Common Stock   1684     (1) 2856   D    
Restricted Stock Units     (4) 2/12/2015     A   (6)    284         (6)   (6) Common Stock   284     (6) 1138   D    
Stock Option (Right to Buy)   $144.69   2/12/2015     A      8000       2/12/2016   (7) 2/12/2025   Common Stock   8000   $0   (8) 8000   D    
Performance Units     (4) 2/12/2015     A      729         (9)   (9) Common Stock   729   $0   729   D    
Restricted Stock Units     (4) 2/12/2015     A      729         (10)   (10) Common Stock   729   $0   729   D    
Stock Option (Right to Buy)   $79.04   2/17/2015     M         2333    2/13/2014   (7) 2/13/2023   Common Stock   2333     (11) 2333   D    
Stock Option (Right to Buy)   $109.43                    2/13/2015   (7) 2/13/2024   Common Stock   7500     7500   D    
Restricted Stock Units     (4)                    (12)   (12) Common Stock   1139     1139   D    
Performance Units     (4)                    (13)   (13) Common Stock   1052     1052   D    
Performance Units     (4)                    (14)   (14) Common Stock   854     854   D    

Explanation of Responses:
( 1)  Based on Company performance during the 2012-2014 period, approximately 121.8% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported); the reporting person elected to defer the receipt of a portion of the underlying shares.
( 2)  Shares were withheld to cover tax withholding upon the vesting of performance units.
( 3)  This transaction was executed in multiple trades at prices ranging from $145.75 to $145.87. 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)  1 for 1.
( 5)  Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
( 6)  Based on Company performance during fiscal 2014, approximately 133.3% 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). Assuming continued employment through the end of fiscal 2016, the units will then vest in one installment and the shares will be issued shortly thereafter.
( 7)  Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
( 8)  This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.
( 9)  If the Company achieves certain goals over the 2015-2017 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.
( 10)  The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2015. Assuming continued employment through the end of fiscal 2017, 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.
( 11)  Exercise of Rule 16b-3 stock option.
( 12)  The restricted stock units were earned based on Company performance during fiscal 2013. Assuming continued employment through the end of fiscal 2015, the units will then vest in one installment and the shares will be issued shortly thereafter.
( 13)  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.
( 14)  If the Company achieves certain goals over the 2014-2016 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnsen Constance
SNAP-ON INCORPORATED
2801 80TH STREET
KENOSHA, WI 53143


Vice President and Controller

Signatures
/s/ Ryan S. Lovitz under Power of Attorney for Constance R. Johnsen 2/17/2015
** 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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