ILLINOIS TOOL WORKS INC — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2017-02-10

Reporting Person: Lawler Mary Katherine (SVP & Chief HR Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Employee Stock Option	$128.0	A	23294	Acquired	2027-02-10	Common Stock (23294.0)	Direct
2017-02-10	Performance Share Units (granted 2/10/17)	$0.0	A	2441	Acquired		Common Stock (2441.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1827	Direct
Common Stock	183	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (19436.0)	19436	Direct
Performance Restricted Stock Unit (granted 2/13/15)	$0.0		Common Stock (4070.0)	4070	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (19980.0)	19980	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (4353.0)	4353	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 10, 2017.

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.