ILLINOIS TOOL WORKS INC — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-12-07

Reporting Person: NAGARAJAN SUNDARAM (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock	M	4560	$55.81	Acquired	24777	Direct
2016-12-07	Common Stock	S	4560	$126.24	Disposed	20217	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Employee Stock Option	$55.81	M	4560	Disposed	2021-02-11	Common Stock (4560.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (21056.0)	21056	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (27502.0)	27502	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (37301.0)	37301	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (22893.0)	22893	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (4988.0)	4988	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (4410.0)	4410	Direct
Performance Restricted Stock Unit (granted 2/14/2014)	$0.0		Common Stock (5301.0)	5301	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person and approved by the Issuer effective June 7, 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.