ILLINOIS TOOL WORKS INC — Director's Dealing 2015

May 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2015-05-22

Reporting Person: Zimmerman Michael R. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-22	Common Stock	M	1000	$51.60	Acquired	1817	Direct
2015-05-22	Common Stock	S	1000	$97.16	Disposed	817	Direct
2015-05-22	Common Stock	M	2000	$48.51	Acquired	2817	Direct
2015-05-22	Common Stock	S	2000	$97.15	Disposed	817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-22	Employee Stock Option	$48.51	M	2000	Disposed	2018-02-08	Common Stock (2000.0)	Direct
2015-05-22	Employee Stock Option	$51.6	M	1000	Disposed	2017-02-09	Common Stock (1000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (2798.0)	2798	Direct
Restricted Stock Unit (granted 02/14/2014)	$0.0		Common Stock (1272.0)	1272	Direct
Restricted Stock Unit (granted 2/15/2013)	$0.0		Common Stock (1449.0)	1449	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (6600.0)	6600	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (10017.0)	10017	Direct
Employee Stock Option	$63.25	2023-02-14	Common Stock (9325.0)	9325	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (9238.0)	9238	Direct
Employee Stock Option	$98.26	2026-02-13	Common Stock (13362.0)	13362	Direct

Footnotes

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

F2: Each PRSU vests 100% three years from the date of grant if performance goals are met.

F3: Each RSU vests 100% three years from the date of grant

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