Chairman, President and CEO Pinchuk Nicholas T exercised 32,500 shares at a strike of $144.69 and sold $6,493,809 worth of shares (24,145 units at $268.95), increasing direct ownership by 1% to 759,019 units (SEC Form 4)
$SNA
Industrial Machinery/Components
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Snap-on Inc [ SNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 08/12/2024 | M(1) | 32,500 | A | $144.69 | 783,164.4829(2) | D | |||
| Common Stock | 08/12/2024 | S(1) | 3,741 | D | $267.5577(3) | 779,423.4829 | D | |||
| Common Stock | 08/12/2024 | S(1) | 9,856 | D | $268.6507(4) | 769,567.4829 | D | |||
| Common Stock | 08/12/2024 | S(1) | 9,515 | D | $269.4575(5) | 760,052.4829 | D | |||
| Common Stock | 08/12/2024 | S(1) | 333 | D | $270.0492(6) | 759,719.4829 | D | |||
| Common Stock | 08/12/2024 | S(1) | 700 | D | $273.2 | 759,019.4829 | D | |||
| Common Stock | 837.4886(7) | I | By 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Stock Option (Right to Buy) | $144.69 | 08/12/2024 | M(1) | 32,500 | (8) | 02/12/2025 | Common Stock | 32,500 | (9) | 32,500 | D | ||||
| Stock Option (Right to Buy) | $138.03 | (8) | 02/11/2026 | Common Stock | 135,000 | 135,000 | D | ||||||||
| Stock Option (Right to Buy) | $168.7 | (8) | 02/09/2027 | Common Stock | 135,000 | 135,000 | D | ||||||||
| Stock Option (Right to Buy) | $161.18 | (8) | 02/15/2028 | Common Stock | 92,288 | 92,288 | D | ||||||||
| Stock Option (Right to Buy) | $155.92 | (8) | 02/14/2029 | Common Stock | 83,059 | 83,059 | D | ||||||||
| Stock Option (Right to Buy) | $155.34 | (8) | 02/13/2030 | Common Stock | 83,059 | 83,059 | D | ||||||||
| Stock Option (Right to Buy) | $189.89 | (8) | 02/11/2031 | Common Stock | 40,687 | 40,687 | D | ||||||||
| Stock Option (Right to Buy) | $211.67 | 02/10/2023(10) | 02/10/2032 | Common Stock | 32,286 | 32,286 | D | ||||||||
| Stock Option (Right to Buy) | $249.26 | 02/09/2024(10) | 02/09/2033 | Common Stock | 24,295 | 24,295 | D | ||||||||
| Stock Option (Right to Buy) | $269 | 02/15/2025(10) | 02/15/2034 | Common Stock | 23,710 | 23,710 | D | ||||||||
| Restricted Stock Units | (11) | 02/10/2025(12) | 02/10/2025(12) | Common Stock | 5,519 | 5,519 | D | ||||||||
| Restricted Stock Units | (11) | 02/09/2026(12) | 02/09/2026(12) | Common Stock | 5,549 | 5,549 | D | ||||||||
| Restricted Stock Units | (11) | 02/15/2027(12) | 02/15/2027(12) | Common Stock | 5,114 | 5,114 | D | ||||||||
| Performance Units | (11) | (13) | (13) | Common Stock | 16,558 | 16,558 | D | ||||||||
| Performance Units | (11) | (14) | (14) | Common Stock | 16,645 | 16,645 | D | ||||||||
| Performance Units | (11) | (15) | (15) | Common Stock | 15,340 | 15,340 | D | ||||||||
| Deferred Stock Units | (11) | (16) | (16) | Common Stock | 25,233.7497(7) | 25,233.7497(7) | D | ||||||||
| Explanation of Responses: |
| 1. The 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, which was adopted on October 26, 2023. |
| 2. Includes 1.5428 shares acquired under a dividend reinvestment plan. |
| 3. This transaction was executed in multiple trades at prices ranging from $267.00 to $267.97. 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. This transaction was executed in multiple trades at prices ranging from $268.01 to $269.00. 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. |
| 5. This transaction was executed in multiple trades at prices ranging from $269.01 to $269.97. 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. |
| 6. This transaction was executed in multiple trades at prices ranging from $270.01 to $270.17. 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. |
| 7. This information is based on a plan statement dated June 30, 2024. |
| 8. Option fully vested. |
| 9. Exercise of Rule 16b-3 stock option pursuant to a Rule 10b5-1 Plan, which was adopted on October 26, 2023. |
| 10. Original stock option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. |
| 11. 1 for 1. |
| 12. The restricted stock units vest three years from the grant date on the date listed above, assuming continued employment. |
| 13. If the Company achieves certain goals over the 2022-2024 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. If the Company achieves certain goals over the 2023-2025 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. |
| 15. If the Company achieves certain goals over the 2024-2026 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. |
| 16. Payment will be made in accordance with the reporting person's deferral election, death, disability or termination of employment. |
| /s/ Ryan S. Lovitz under Power of Attorney for Nicholas T. Pinchuk | 08/12/2024 | |
| ** 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 Number. | ||