ILLINOIS TOOL WORKS INC — Director's Dealing 2015

Jul 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2015-07-28

Reporting Person: Warren Kevin M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-28	Common Stock	P	3440	$87.90	Acquired	4440	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9926	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1128.0)	1128	Direct

Footnotes

F1: This transaction was executed at multiple prices ranging from $87.86 to $87.90. 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: Shares of common stock held in spouse's IRA.

F3: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of July 28, 2015. 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.