ILLINOIS TOOL WORKS INC — Director's Dealing 2017

Apr 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-24	Common Stock	M	5000	$55.71	Acquired	7626	Direct
2017-04-24	Common Stock	S	5000	$140	Disposed	2626	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-24	Employee Stock Option	$55.71	M	5000	Disposed	2022-02-10	Common Stock (5000.0)	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	$63.25	2023-02-14	Common Stock (9325.0)	9325	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
Employee Stock Option	$91.88	2026-02-12	Common Stock (15817.0)	15817	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (3446.0)	3446	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (19567.0)	19567	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (2050.0)	2050	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and approved by the issuer effective November 29, 2016.

F2: Options vest in four (4) equal 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.