|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) | 02/14/2019 | D(1) | 1,336 | (1) | (1) | Common Stock | 1,336 | (1) | 8,863 | D | ||||
| Performance Units | (4) | 02/14/2019 | M(1) | 8,863 | (1) | (1) | Common Stock | 8,863 | (1) | 0 | D | ||||
| Restricted Stock Units | (4) | 02/14/2019 | D(5) | 2,346 | (5) | (5) | Common Stock | 2,346 | (5) | 8,367 | D | ||||
| Stock Option (Right to Buy) | $ 155.92 | 02/14/2019 | A | 83,059 | 02/14/2020(6) | 02/14/2029 | Common Stock | 83,059 | $ 0 (7) | 83,059 | D | ||||
| Restricted Stock Units | (4) | 02/14/2019 | A | 10,567 | (8) | (8) | Common Stock | 10,567 | $ 0 | 10,567 | D | ||||
| Performance Units | (4) | 02/14/2019 | A | 10,568 | (9) | (9) | Common Stock | 10,568 | $ 0 | 10,568 | D | ||||
| Stock Option (Right to Buy) | $ 41.01 | (10) | 02/10/2020 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 58.94 | (10) | 02/09/2021 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 60 | (10) | 02/08/2022 | Common Stock | 125,000 | 125,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 79.04 | (10) | 02/13/2023 | Common Stock | 130,000 | 130,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 109.43 | (10) | 02/13/2024 | Common Stock | 130,000 | 130,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 144.69 | (10) | 02/12/2025 | Common Stock | 130,000 | 130,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 138.03 | (10) | 02/11/2026 | Common Stock | 135,000 | 135,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 168.7 | 02/09/2018(6) | 02/09/2027 | Common Stock | 135,000 | 135,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 161.18 | 02/15/2019(6) | 02/15/2028 | Common Stock | 92,288 | 92,288 | D | ||||||||
| Restricted Stock Units | (4) | (11) | (11) | Common Stock | 3,610 | 3,610 | D | ||||||||
| Performance Units | (4) | (12) | (12) | Common Stock | 9,577 | 9,577 | D | ||||||||
| Performance Units | (4) | (13) | (13) | Common Stock | 10,714 | 10,714 | D | ||||||||
| Deferred Stock Units | (4) | (14) | (14) | Common Stock | 21,899.0723 (3) | 21,899.0723 (3) | D | ||||||||
| 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 | ||
| /s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk | 02/18/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Based 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). |
| (2) | Shares were withheld to cover tax withholding upon the vesting of performance units. |
| (3) | This information is based on a plan statement dated December 31, 2018. |
| (4) | 1 for 1. |
| (5) | Based 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. |
| (6) | Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. |
| (7) | This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option. |
| (8) | The 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. |
| (9) | If 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. |
| (10) | Option fully vested. |
| (11) | The 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. |
| (12) | If 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. |
| (13) | If 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. |
| (14) | Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment. |