ILLINOIS TOOL WORKS INC — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2014-02-11

Reporting Person: Hartnett John R. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	1559	—	Acquired	5282	Direct
2014-02-11	Common Stock	F	535	$78.77	Disposed	4747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Restricted Stock Unit (granted 02/11/2011)	$0.0	M	1559	Disposed		Common Stock (1559.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Optioin	$51.6	2017-02-09	Common Stock (8000.0)	8000	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (13889.0)	13889	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (13066.0)	13066	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (28823.0)	28823	Direct
Restricted Stock Unit (granted 02/10/2012)	$0.0		Common Stock (1616.0)	1616	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (11750.0)	11750	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (3507.0)	3507	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (15000.0)	15000	Direct
Performance Restricted Stock Unit (granted 02/15/2013)	$0.0		Common Stock (4480.0)	4480	Direct

Footnotes

F1: Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F2: Each RSU vests 100% three years from the date of grant.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

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