ILLINOIS TOOL WORKS INC — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-11-16

Reporting Person: Parry David C (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-16	Common Stock	M	31037	$55.81	Acquired	31621	Direct
2016-11-16	Common Stock	S	30837	$124.25	Disposed	784	Direct
2016-11-16	Common Stock	S	200	$125.03	Disposed	584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-16	Employee Stock Option	$55.81	M	31037	Disposed	2021-02-11	Common Stock (31037.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1197	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (48590.0)	48590	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (49950.0)	49950	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (66006.0)	66006	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 2/12/2016)	$0.0		Common Stock (10883.0)	10883	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (10177.0)	10177	Direct
Performance Restricted Stock Unit (granted 2/14/2014)	$0.0		Common Stock (12274.0)	12274	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $123.90 to $124.86. 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 transactions described in footnotes (1) and (2) of this Form 4 were effected.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.93 to $125.12, inclusive.

F3: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of November 16, 2016.

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

F5: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F6: Each PRSU vests 100% three years from the date of grant if performance goals are met.