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: MARTINDALE STEVEN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	M	4665	—	Acquired	32044	Direct
2017-02-14	Common Stock	F	1534	$129.60	Disposed	30510	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Performance Restricted Stock Unit (granted 2/14/2014)	$0.0	M	4665	Disposed		Common Stock (4665.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (17816.0)	17816	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265.0)	52265	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48622.0)	48622	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (24202.0)	24202	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (42387.0)	42387	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818.0)	64818	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (3731.0)	3731	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (18315.0)	18315	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (3990.0)	3990	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (22363.0)	22363	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (2343.0)	2343	Direct

Footnotes

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

F2: 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.

F3: Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met.

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