ILLINOIS TOOL WORKS INC — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2016-02-12

Reporting Person: Zimmerman Michael R. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Common Stock	M	1449	—	Acquired	2266	Direct
2016-02-15	Common Stock	F	488	$91.88	Disposed	1778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Unit (granted 2/15/2013)	$0.0	M	1449	Disposed		Common Stock (1449.0)	Direct
2016-02-12	Employee Stock Option	$91.88	A	15817	Acquired	2026-02-12	Common Stock (15817.0)	Direct
2016-02-12	Performance Restricted Stock Unit (granted 2/12/2016)	$0.0	A	3446	Acquired		Common Stock (3446.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$78.59	2024-02-14	Common Stock (6600.0)	6600	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (10017.0)	10017	Direct
Employee Stock Option	$63.25	2023-02-14	Common Stock (9325.0)	9325	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (9238.0)	9238	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (13362.0)	13362	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (2798.0)	2798	Direct
Restricted Stock Unit (granted 02/14/2014)	$0.0		Common Stock (1272.0)	1272	Direct

Footnotes

F1: Each restricted stock unit (RSU) and performance restricted stock unit (PRSU)represents a contingent right to receive one share of the Company's common stock.

F2: The RSU award became vested and payable on February 15, 2016.

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

F4: Each PRSU vests 100% three years from the date of grant if performance goals are met.

F5: Each RSU vests 100% three years from the date of grant.