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 *

Banerjee Anup R
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 & Chief Devel. Officer
(Last)          (First)          (Middle)

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

12/31/2016
(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   12/31/2016     M (1)    54   A   (1) 54   D    
Common Stock   12/31/2016     F (2)    54   D $171.27   0   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
Restricted Stock Units     (3) 12/31/2016     M         54      (1)   (1) Common Stock   54     (1) 2028   D    
Restricted Stock Units     (3) 12/31/2016     M         2028      (1)   (1) Common Stock   2028     (1) 0   D    
Deferred Stock Units     (3) 12/31/2016     M      2028         (4)   (4) Common Stock   2028     (1) 6976.2534   (5) D    
Stock Option (Right to Buy)   $79.04                    2/13/2016   2/13/2023   Common Stock   6500     6500   D    
Stock Option (Right to Buy)   $109.43                    2/13/2015   (6) 2/13/2024   Common Stock   13000     13000   D    
Stock Option (Right to Buy)   $144.69                    2/12/2016   (6) 2/12/2025   Common Stock   13500     13500   D    
Stock Option (Right to Buy)   $138.03                    2/11/2017   (6) 2/11/2026   Common Stock   25000     25000   D    
Restricted Stock Units     (3)                    (7)   (7) Common Stock   1742     1742   D    
Restricted Stock Units     (3)                    (8)   (8) Common Stock   1854     1854   D    
Performance Units     (3)                    (9)   (9) Common Stock   1562     1562   D    
Performance Units     (3)                    (10)   (10) Common Stock   1266     1266   D    
Performance Units     (3)                    (11)   (11) Common Stock   1855     1855   D    

Explanation of Responses:
( 1)  The restricted stock units were earned based on Company performance during fiscal 2014 and vested in one installment based on continued employment through the end of fiscal 2016; 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 the restricted stock units.
( 3)  1 for 1.
( 4)  Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment.
( 5)  This information is based on a plan statement dated September 30, 2016, as updated by the transaction reported above.
( 6)  Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column.
( 7)  The restricted stock units were earned based on Company performance during fiscal 2015. Assuming continued employment through the end of fiscal 2017, the units will then vest in one installment and the shares will be issued shortly thereafter.
( 8)  The restricted stock units may be earned based on the achievement of certain Company goals during fiscal 2016. Assuming continued employment through the end of fiscal 2018, 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, subject to plan limits.
( 9)  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, subject to plan limits.
( 10)  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, subject to plan limits.
( 11)  If 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.

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


Sr VP & Chief Devel. Officer

Signatures
/s/ Ryan S. Lovitz under Power of Attorney for Anup R. Banerjee 1/3/2017
** 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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