ILLINOIS TOOL WORKS INC — Director's Dealing 2013

Dec 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-12-05

Reporting Person: SANTI ERNEST SCOTT (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-05	Common Stock	G	610	—	Disposed	41195	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3414	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$48.51	2018-02-08	Common Stock (80000.0)	80000	Direct
Performance Restricted Stock Unit (granted 02/10/2012)	$0.0		Common Stock (13463.0)	13463	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (305188.0)	305188	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (101297.0)	101297	Direct
Performance Restricted Stock Unit (granted 2/15/2013)	$0.0		Common Stock (35573.0)	35573	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (148154.0)	148154	Direct
Performance Restricted Stock Unit (granted 02/11/2011)	$0.0		Common Stock (13438.0)	13438	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (108885.0)	108885	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of December 5, 2013.

F2: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F3: Each PRSU vests 100% three years from the date of grant if performance goals are met.

F4: Options vest in four (4) equal annual installments beginning one year from date of grant.