ILLINOIS TOOL WORKS INC — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-02-14

Reporting Person: SCHEUNEMAN RANDALL J (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	M	1314	—	Acquired	5464	Direct
2017-02-14	Common Stock	F	439	$129.60	Disposed	5025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Restricted Stock Unit (granted 02/14/2014)	$0.0	M	1314	Disposed		Common Stock (1314.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.71	2022-02-10	Common Stock (11977.0)	11977	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (5827.0)	5827	Direct
Employee Stock Option	$98.26	2026-02-13	Common Stock (5425.0)	5425	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (6820.0)	6820	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (9664.0)	9664	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (14931.0)	14931	Direct
Restricted Stock Unit (granted 02/13/15)	$0.0		Common Stock (1136.0)	1136	Direct
Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (1269.0)	1269	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (6802.0)	6802	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (712.0)	712	Direct

Footnotes

F1: Options vest in four (4) equal annual installments beginning one year from date of grant.

F2: Each restricted stock unit (RSU) and performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.

F3: Each RSU vests 100% three years from the date of grant.

F4: The RSU award became vested and payable on February 14, 2017.

F5: Each PSU vests 100% three years from the date of grant if performance goals are met.