ILLINOIS TOOL WORKS INC — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2019-02-15

Reporting Person: O'HERLIHY CHRISTOPHER A (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	8162	—	Acquired	30918	Direct
2019-02-15	Common Stock	F	2545	$138.64	Disposed	28373	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Performance Restricted Stock Unit (granted 2/12/2016)	$0.0	M	8162	Disposed		Common Stock (8162.0)	Direct
2019-02-15	Performance Share Units (granted 2/15/19)	$0.0	A	5200	Acquired		Common Stock (5200.0)	Direct
2019-02-15	Employee Stock Option	$144.21	A	43655	Acquired	2029-02-15	Common Stock (43655.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1673	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$98.26	2025-02-13	Common Stock (22675.0)	22675	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (43554.0)	43554	Direct
Employee Stock Option	$91.88	2026-02-12	Common Stock (37462.0)	37462	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (37301.0)	37301	Direct
Employee Stock Option	$78.59	2024-02-14	Common Stock (29702.0)	29702	Direct
Employee Stock Option	$128.0	2027-02-10	Common Stock (48453.0)	48453	Direct
Performance Share Units (granted 2/10/17)	$0.0		Common Stock (5309.0)	5309	Direct
Employee Stock Option	$163.36	2028-02-15	Common Stock (39123.0)	39123	Direct
Performance Share Units (granted 2/15/18)	$0.0		Common Stock (4708.0)	4708	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 15, 2019.

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: The PRSU award became vested and payable on February 15, 2019.

F5: 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.

F6: Each PSU vests 100% three years from the date of grant if performance goals are met.