ILLINOIS TOOL WORKS INC — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2014-02-14

Reporting Person: Parry David C (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Common Stock	M	10751	—	Acquired	15995	Direct
2014-02-14	Common Stock	F	3472	$78.77	Disposed	12523	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-14	Performance Restricted Stock Unit (granted 2/11/2011)	$0.0	M	10751	Disposed		Common Stock (10751.0)	Direct
2014-02-14	Employee Stock Option	$78.59	A	66006	Acquired	2024-02-14	Common Stock (66006.0)	Direct
2014-02-14	Performance Restricted Stock Unit (granted 2/14/2014)	$0.0	A	12274	Acquired		Common Stock (12274.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1135	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.81	2021-02-11	Common Stock (81037.0)	81037	Direct
Performance Restricted Stock Unit (granted 2/15/2013)	$0.0		Common Stock (15810.0)	15810	Direct
Performance Restricted Stock Unit (granted 2/10/2012)	$0.0		Common Stock (13463.0)	13463	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000.0)	70000	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818.0)	64818	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (30703.0)	30703	Direct
Employee Stock Option	$51.6	2017-02-09	Common Stock (60000.0)	60000	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (108885.0)	108885	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (101729.0)	101729	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 14, 2014.

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

F3: The PRSU award became vested and payable on February 14, 2014.

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

F5: Each PRSU vests 100% three years from the date of grant if performance goals are met.