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: Schlitz Lei Zhang (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Common Stock	M	16207	$55.81	Acquired	16299	Direct
2017-02-13	Common Stock	S	16207	$129.43	Disposed	92	Direct
2017-02-13	Common Stock	M	17422	$55.71	Acquired	17514	Direct
2017-02-13	Common Stock	S	17422	$129.55	Disposed	92	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Employee Stock Option	$55.81	M	16207	Disposed	2021-02-11	Common Stock (16207.0)	Direct
2017-02-13	Employee Stock Option	$55.71	M	17422	Disposed	2022-02-10	Common Stock (17422.0)	Direct
2017-02-10	Employee Stock Option	$128.0	A	18635	Acquired	2027-02-10	Common Stock (18635.0)	Direct
2017-02-10	Performance Share Units (granted 2/10/17)	$0.0	A	1953	Acquired		Common Stock (1953.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4024	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$78.59	2024-02-14	Common Stock (8800.0)	8800	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (13736.0)	13736	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (13564.0)	13564	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (6478.0)	6478	Direct
Restricted Stock Unit (granted 02/13/15)	$0.0		Common Stock (1356.0)	1356	Direct
Restricted Stock Unit (granted 02/14/2014)	$0.0		Common Stock (1696.0)	1696	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (2993.0)	2993	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $129.32 to $129.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trades at prices ranging from $129.31 to $129.59. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 10, 2017.

F4: Options vest in four (4) equal annual installments beginning one year from date of grant.

F5: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Company's common stock.

F6: Each RSU vests 100% three years from the date of grant.

F7: 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.

F8: Each PRSU and PSU vests 100% three years from date of grant if performance goals are met.