ILLINOIS TOOL WORKS INC — Director's Dealing 2019

Aug 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2019-07-30

Reporting Person: MARTINDALE STEVEN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-30	Common Stock	M	48622	$55.81	Acquired	84546	Direct
2019-07-30	Common Stock	S	48622	$155.88	Disposed	35924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-30	Employee Stock Option	$55.81	M	48622	Disposed	2021-02-11	Common Stock (48622.0)	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	$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	$91.88	2026-02-12	Common Stock (18315.0)	18315	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (22363.0)	22363	Direct
Employee Stock Option	$163.36	2028-02-15	Common Stock (17605.0)	17605	Direct
Employee Stock Option	$144.21	2029-02-15	Common Stock (21100.0)	21100	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (2483.0)	2483	Direct
Performance Share Units (granted 2/15/18)	$0.0		Common Stock (2147.0)	2147	Direct
Performance Share Units (granted 2/15/19)	$0.0		Common Stock (2547.0)	2547	Direct

Footnotes

F1: This transaction was executed at multiple prices ranging from $155.67 to $156.07. 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: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.

F4: 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.

F5: Each PSU vests 100% three years from the date of grant if performance goals are met.