ILLINOIS TOOL WORKS INC - Director's Dealing 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: VALLS JUAN (Executive Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Common Stock	M	6450	—	Acquired	17221	Direct
2014-02-14	Common Stock	F	3395	$78.77	Disposed	13826	Direct

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	6450	Disposed		Common Stock (6450.0)	Direct
2014-02-14	Employee Stock Option	$78.59	A	24202	Acquired	2024-02-14	Common Stock (24202.0)	Direct
2014-02-14	Performance Restricted Stock Unit (granted 2/14/2014)	$0.0	A	4665	Acquired		Common Stock (4665.0)	Direct

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$35.12	2019-02-13	Common Stock (45703.0)	45703	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (50000.0)	50000	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265.0)	52265	Direct
Performance Restricted Stock Unit (granted 2/15/2013)	$0.0		Common Stock (6324.0)	6324	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (40692.0)	40692	Direct
Performance Restricted Unit (granted 2/10/2012)	$0.0		Common Stock (6462.0)	6462	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 (64818.0)	64818	Direct

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

F2: The PRSU award became vested and payable on February 14, 2014.

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.