ILLINOIS TOOL WORKS INC — Director's Dealing 2018

Dec 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2018-12-12

Reporting Person: SANTI ERNEST SCOTT (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-12	Common Stock	M	45128	$55.71	Acquired	149777	Direct
2018-12-12	Common Stock	S	45128	$132.54	Disposed	104649	Direct
2018-12-12	Common Stock	M	48557	$55.71	Acquired	153206	Direct
2018-12-12	Common Stock	S	48557	$133.43	Disposed	104649	Direct
2018-12-12	Common Stock	M	15200	$55.71	Acquired	119849	Direct
2018-12-12	Common Stock	S	15200	$134.37	Disposed	104649	Direct
2018-12-12	Common Stock	G	3500	—	Disposed	101149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-12	Employee Stock Option	$55.71	M	108885	Disposed	2022-02-10	Common Stock (108885.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3771	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$128.0	2027-02-10	Common Stock (195676.0)	195676	Direct
Employee Stock Option	$98.26	2025-02-13	Common Stock (184645.0)	184645	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (224422.0)	224422	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (305188.0)	305188	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (199800.0)	199800	Direct
Employee Stock Option	$163.36	2028-02-15	Common Stock (143453.0)	143453	Direct
Performance Restricted Stock Unit (granted 2/12/2016)	$0.0		Common Stock (32651.0)	32651	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (20805.0)	20805	Direct
Performance Share Units (granted 2/15/18)	$0.0		Common Stock (16833.0)	16833	Direct

Footnotes

F1: This transaction was executed at multiple trades at prices ranging from $132.11 to $133.10. 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 at multiple trades at prices ranging from $133.11 to $133.90. 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: This transaction was executed at multiple trades at prices ranging from $134.22 to $134.38. 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.

F4: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of December 12, 2018.

F5: Options vest in four (4) equal annual installments beginning one year from date of grant.

F6: 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.

F7: Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met.

F8: PSUs accrue dividends in shares of common stock, subject to fulfillment of vesting period and performance goals; the PSUs shown include dividend equivalents, if any, accrued to date.