ILLINOIS TOOL WORKS INC — Director's Dealing 2017

Dec 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-11-07

Reporting Person: MARTEL ROLAND M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-07	Common Stock	G	2200	—	Disposed	26222	Direct
2017-12-04	Common Stock	M	25022	$43.64	Acquired	51244	Direct
2017-12-04	Common Stock	S	25022	$166.70	Disposed	26222	Direct
2017-12-04	Common Stock	M	33195	$43.64	Acquired	59417	Direct
2017-12-04	Common Stock	S	33195	$167.74	Disposed	26222	Direct
2017-12-04	Common Stock	M	6601	$43.64	Acquired	32823	Direct
2017-12-04	Common Stock	S	6601	$168.42	Disposed	26222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-04	Employee Stock Option	$43.64	M	64818	Disposed	2020-02-12	Common Stock (64818.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$78.59	2024-02-14	Common Stock (29702.0)	29702	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (42387.0)	42387	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48622.0)	48622	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265.0)	52265	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (22477.0)	22477	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (21865.0)	21865	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (25158.0)	25158	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (4897.0)	4897	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (4579.0)	4579	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (2674.0)	2674	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $166.25 to $167.25. 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: This transaction was executed in multiple trades at prices ranging from $167.26 to $168.25. 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.

F3: This transaction was executed in multiple trades at prices ranging from $168.28 to $168.61. 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.

F4: Options vest in four (4) equal annual installments beginning one year from date of grant.

F5: Each performance restricted stock unit (PRSU) and performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.

F6: Each PRSU and PSU vests 100% three years from date of grant if performance goals are met. In addition, PSU amounts above include accrued dividend equivalent rights payable upon vesting.