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ILLINOIS TOOL WORKS INC Director's Dealing 2017

May 31, 2017

29921_dirs_2017-05-31_b29fce20-9789-4b2f-bf68-edb2b42b8c86.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-05-26

Reporting Person: Larsen Michael M (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-26 Common Stock M 52447 $75.10 Acquired 67383 Direct
2017-05-26 Common Stock S 52447 $140.62 Disposed 14936 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-26 Employee Stock Option $75.1 M 52447 Disposed 2023-09-16 Common Stock (52447.0) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $98.26 2025-02-13 Common Stock (43731.0) 43731 Direct
Employee Stock Option $91.88 2026-02-12 Common Stock (44955.0) 44955 Direct
Employee Stock Option $78.59 2024-02-14 Common Stock (55005.0) 55005 Direct
Performance Restricted Stock Unit (granted 2/13/15) $0.0 Common Stock (9159.0) 9159 Direct
Performance Restricted Stock Unit (granted 2/12/2016) $0.0 Common Stock (9795.0) 9795 Direct
Employee Stock Option $128.0 2027-02-10 Common Stock (51248.0) 51248 Direct
Performance Share Units (granted 2/10/17) $0.0 Common Stock (5371.0) 5371 Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $140.40 to $140.76. 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: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: 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.

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