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: Parry David C (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Common Stock	M	15810	—	Acquired	15854	Direct
2016-02-15	Common Stock	F	7226	$91.88	Disposed	8628	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Performance Restricted Stock Unit (granted 2/15/2013)	$0.0	M	15810	Disposed		Common Stock (15810.0)	Direct
2016-02-12	Employee Stock Option	$91.88	A	49950	Acquired	2026-02-12	Common Stock (49950.0)	Direct
2016-02-12	Performance Restricted Stock Unit (granted 2/12/2016)	$0.0	A	10883	Acquired		Common Stock (10883.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1182	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.81	2021-02-11	Common Stock (81037.0)	81037	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (48590.0)	48590	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 2/13/15)	$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: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F2: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 15, 2016.

F3: Options vest in four (4) equal annual 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: The PRSU award became vested and payable on February 15, 2016.