ILLINOIS TOOL WORKS INC — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2014-02-25

Reporting Person: HINDMAN CRAIG A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-25	Common Stock	M	29399	$55.71	Acquired	61163	Direct
2014-02-25	Common Stock	S	29399	$82.10	Disposed	31764	Direct
2014-02-25	Common Stock	M	18520	$43.64	Acquired	50284	Direct
2014-02-25	Common Stock	S	18520	$82.13	Disposed	31764	Direct
2014-02-25	Common Stock	M	41025	$55.81	Acquired	72789	Direct
2014-02-25	Common Stock	S	41025	$82.28	Disposed	31764	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-25	Employee Stock Option	$55.71	M	29399	Disposed	2022-02-10	Common Stock (29399.0)	Direct
2014-02-25	Employee Stock Option	$55.81	M	41025	Disposed	2021-02-11	Common Stock (41025.0)	Direct
2014-02-25	Employee Stock Option	$43.64	M	18520	Disposed	2020-02-12	Common Stock (18520.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$63.25	2023-02-15	Common Stock (45778.0)	45778	Direct
Performance Restricted Stock Unit (granted 02/15/2013)	$0.0		Common Stock (7115.0)	7115	Direct
Performance Restricted Stock Unit (granted 2/10/2012)	$0.0		Common Stock (7270.0)	7270	Direct

Footnotes

F1: This transaction was executed at multiple prices ranging from $82.00 to $82.41. 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: This transaction was executed at multiple prices ranging from $82.05 to $82.30. 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.

F3: This transaction was executed at multiple prices ranging from $82.25 to $82.28. 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.

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

F5: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F6: Each PRSU vests 100% three years from the date of grant if performance goals are met.