ILLINOIS TOOL WORKS INC — Director's Dealing 2016

Dec 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-08-15

Reporting Person: SANTI ERNEST SCOTT (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	G	2276	—	Disposed	73650	Direct
2016-12-13	Common Stock	G	2424	—	Disposed	71226	Direct
2016-12-14	Common Stock	S	25	$125.44	Disposed	71201	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3619	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (184645.0)	184645	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (224422.0)	224422	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (305188.0)	305188	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (199800.0)	199800	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (101297.0)	101297	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (108885.0)	108885	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (32651.0)	32651	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (29004.0)	29004	Direct
Performance Restricted Stock Unit (granted 2/14/2014)	$0.0		Common Stock (32446.0)	32446	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of December 14, 2016.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F4: Each PRSU vests 100% three years from the date of grant if performance goals are met.