ILLINOIS TOOL WORKS INC — Director's Dealing 2016

Jul 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-06-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-23	Common Stock	W	25	—	Acquired	75926	Direct
2016-07-22	Common Stock	M	74077	$43.64	Acquired	150003	Direct
2016-07-22	Common Stock	S	74077	$114.24	Disposed	75926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-22	Employee Stock Option	$43.64	M	74077	Disposed	2020-02-12	Common Stock (74077.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3601	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: This transaction was executed in multiple trades at prices ranging from $114.15 to $114.415 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 transaction was effected.

F2: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of July 22, 2016.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

F4: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

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