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ILLINOIS TOOL WORKS INC Director's Dealing 2013

Oct 25, 2013

29921_dirs_2013-10-25_04dcc041-178f-40d9-9ada-930a570dcff7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-10-23

Reporting Person: BRADY SHARON M (SR VP Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-10-23 Common Stock M 60000 $51.60 Acquired 64781 Direct
2013-10-23 Common Stock S 60000 $78.01 Disposed 4781 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-10-23 Employee Stock Option $51.6 M 60000 Disposed 2017-02-09 Common Stock (60000.0) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $55.71 2022-02-10 Common Stock (52265.0) 52265 Direct
Employee Stock Option $55.81 2021-02-11 Common Stock (48622.0) 48622 Direct
Employee Stock Option $43.64 2020-02-12 Common Stock (16205.0) 16205 Direct
Performance Restricted Stock Unit (granted 2/10/2012) $0.0 Common Stock (6462.0) 6462 Direct
Employee Stock Option $63.25 2023-02-15 Common Stock (40692.0) 40692 Direct
Employee Stock Option $48.51 2018-02-08 Common Stock (70000.0) 70000 Direct
Performance Restricted Stock Unit (granted 2/11/2011) $0.0 Common Stock (6450.0) 6450 Direct
Performance Restricted Stock Unit (granted 02/15/2013) $0.0 Common Stock (6324.0) 6324 Direct

Footnotes

F1: This transaction was executed at multiple prices ranging from $78.00 to $78.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F4: Each PRSU vests 100% three years from the date of grant if performance goals are met.