ILLINOIS TOOL WORKS INC — Director's Dealing 2016

May 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-05-10

Reporting Person: O'HERLIHY CHRISTOPHER A (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	M	22941	$43.64	Acquired	38424	Direct
2016-05-10	Common Stock	S	22941	$105.42	Disposed	15483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Employee Stock Option	$43.64	M	22941	Disposed	2020-02-12	Common Stock (22941.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1581	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (22675.0)	22675	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (43554.0)	43554	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (37462.0)	37462	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (37301.0)	37301	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (29702.0)	29702	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (36467.0)	36467	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (8162.0)	8162	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (4749.0)	4749	Direct
Performance Restricted Stock Unit (granted 2/14/2014)	$0.0		Common Stock (5725.0)	5725	Direct

Footnotes

F1: This transaction was executed at multiple prices ranging from $105.32 to 105.60. 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 May 10, 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.