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ILLINOIS TOOL WORKS INC Director's Dealing 2014

Feb 11, 2014

29921_dirs_2014-02-11_ad232b62-4dc1-4384-97bc-78c0e077b447.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: 2014-02-07

Reporting Person: MORRISON ROBERT S (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-07 Common Stock A 768 $79.68 Acquired 85522 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (2522.0) 2522 Direct

Footnotes

F1: Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan representing quarterly chairman and directors fees.

F2: Includes 29,824 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 7, 2014

F3: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of February 7, 2014. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock.