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: Larsen Michael M (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	M	10603	—	Acquired	18668	Direct
2017-02-14	Common Stock	F	3732	$129.60	Disposed	14936	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	10603	Disposed		Common Stock (10603.0)	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
Employee Stock Option	$75.1	2023-09-16	Common Stock (69930.0)	69930	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: 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.