ILLINOIS TOOL WORKS INC — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-03-01

Reporting Person: NAGARAJAN SUNDARAM (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	4554	$55.81	Acquired	28401	Direct
2017-03-01	Common Stock	S	4554	$133.28	Disposed	23847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Employee Stock Option	$55.81	M	4554	Disposed	2021-02-11	Common Stock (4554.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (21056.0)	21056	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (27502.0)	27502	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (37301.0)	37301	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (22893.0)	22893	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (26556.0)	26556	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (4988.0)	4988	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (4410.0)	4410	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (2783.0)	2783	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b-1 Trading Plan adopted by the reporting person and approved by the Issuer effective June 7, 2016.

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.