Sec Form 4 Filing - GREEN MARIA C @ ILLINOIS TOOL WORKS INC - 2013-07-25

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GREEN MARIA C
2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP, General Counsel & Secy
(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/25/2013
(Street)
GLENVIEW, IL60026
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/25/2013 M 6,500 A $ 47.13 18,309 D
Common Stock 07/25/2013 S 6,500 D $ 72.13 11,809 D
Common Stock 346 I See Footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 47.13 07/25/2013 M 6,500 12/10/2005 12/10/2014 Common Stock 6,500 $ 0 6,500 D
Employee Stock Option $ 42.08 12/07/2006 02/01/2016 Common Stock 13,000 13,000 D
Employee Stock Option $ 51.6 02/09/2008 02/09/2017 Common Stock 7,500 7,500 D
Employee Stock Option $ 48.51 02/08/2009 02/08/2018 Common Stock 7,500 7,500 D
Employee Stock Option $ 55.81 02/11/2012( 2 ) 02/11/2021 Common Stock 10,859 10,859 D
Restricted Stock Unit (granted 2/11/2011) ( 3 ) $ 0 ( 4 ) ( 4 ) Common Stock 1,183 1,183 D
Employee Stock Option $ 55.71 02/10/2013( 2 ) 02/10/2022 Common Stock 43,554 43,554 D
Performance Restricted Stock Unit (granted 2/10/2012) ( 3 ) $ 0 ( 5 ) ( 5 ) Common Stock 5,385 5,385 D
Employee Stock Option $ 63.25 02/15/2014( 2 ) 02/15/2023 Common Stock 33,910 33,910 D
Performance Restricted Stock Unit (granted 2/15/2013) ( 3 ) $ 0 ( 5 ) ( 5 ) Common Stock 5,270 5,270 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GREEN MARIA C
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL60026
Sr. VP, General Counsel & Secy
Signatures
/s/ Maria C. Green, Senior Vice President, General Counsel & Secretary 07/29/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of July 25, 2013.
( 2 )Options vest in four (4) equal annual installments beginning one year from the date of grant.
( 3 )Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
( 4 )Each RSU vests 100% three years from the date of grant.
( 5 )Each PRSU vests 100% three years from the date of grant if performance goals are met.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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