ILLINOIS TOOL WORKS INC — Director's Dealing 2016

May 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-04-28

Reporting Person: Schlitz Lei Zhang (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-28	Common Stock	S	500	$105.15	Disposed	992	Direct
2016-04-28	Common Stock	M	2000	$43.64	Acquired	2992	Direct
2016-04-28	Common Stock	S	2000	$105.18	Disposed	992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-28	Employee Stock Option	$43.64	M	2000	Disposed	2020-02-12	Common Stock (2000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3969	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.81	2021-02-11	Common Stock (16207.0)	16207	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (8800.0)	8800	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (13736.0)	13736	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (13564.0)	13564	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (6478.0)	6478	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (17422.0)	17422	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (2993.0)	2993	Direct
Restricted Stock Unit (granted 02/13/15)	$0.0		Common Stock (1356.0)	1356	Direct
Restricted Stock Unit (granted 02/14/2014)	$0.0		Common Stock (1696.0)	1696	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $105.14 to 105.16. 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 April 28, 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.

F6: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Company's common stock.

F7: Each RSU vests 100% three years from the date of grant.