ILLINOIS TOOL WORKS INC — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2015-02-13

Reporting Person: Parry David C (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	13463	—	Acquired	13586	Direct
2015-02-13	Common Stock	F	4642	$97.05	Disposed	8944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Performance Restricted Stock Unit (granted 2/10/2012)	$0.0	M	13463	Disposed		Common Stock (13463.0)	Direct
2015-02-13	Employee Stock Option	$98.26	A	48590	Acquired	2026-02-13	Common Stock (48590.0)	Direct
2015-02-13	Performance Restricted Stock Unit (granted 2/13/15)	$0.0	A	10177	Acquired		Common Stock (10177.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1156	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.81	2021-02-11	Common Stock (81037.0)	81037	Direct
Performance Restricted Stock Unit (granted 2/15/2013)	$0.0		Common Stock (15810.0)	15810	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000.0)	70000	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (66006.0)	66006	Direct
Employee Stock Option	$51.6	2017-02-09	Common Stock (60000.0)	60000	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (108885.0)	108885	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (101729.0)	101729	Direct
Performance Restricted Stock Unit (granted 2/14/2014)	$0.0		Common Stock (12274.0)	12274	Direct

Footnotes

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

F2: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 13, 2015.

F3: The PRSU award became vested and payable on February 13, 2015.

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

F5: Each PRSU vests 100% three years from the date of grant if performance goals are met.