Sec Form 4 Filing - MARTEL ROLAND M @ ILLINOIS TOOL WORKS INC - 2014-03-13

Insider filing report for Changes in Beneficial Ownership
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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
MARTEL ROLAND M
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)
Executive Vice President
(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2014
(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 03/13/2014 M 60,703 A $ 35.12 81,832 D
Common Stock 03/13/2014 S 44,803 D $ 81.52 ( 1 ) 37,029 D
Common Stock 03/13/2014 S 15,900 D $ 82.22 ( 2 ) 21,129 D
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 $ 35.12 03/13/2014 M 60,703 02/13/2010 02/13/2019 Common Stock 60,703 $ 0 0 D
Employee Stock Option $ 78.59 02/14/2015( 3 ) 02/14/2024 Common Stock 29,702 29,702 D
Performance Restricted Stock Unit (granted 2/15/2013) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 6,588 6,588 D
Employee Stock Option $ 63.25 02/15/2014( 3 ) 02/15/2023 Common Stock 42,387 42,387 D
Employee Stock Option $ 43.64 02/12/2011( 3 ) 02/12/2020 Common Stock 64,818 64,818 D
Performance Restricted Stock Unit granted 2/10/2012) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 6,462 6,462 D
Employee Stock Option $ 55.81 02/11/2012( 3 ) 02/11/2021 Common Stock 48,622 48,622 D
Employee Stock Option $ 48.51 02/08/2009 02/08/2018 Common Stock 70,000 70,000 D
Employee Stock Option $ 51.6 02/09/2008 02/09/2017 Common Stock 60,000 60,000 D
Performance Restricted Stock Unit (granted 2/14/2014) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 5,725 5,725 D
Employee Stock Option $ 55.71 02/10/2013( 3 ) 02/10/2022 Common Stock 52,265 52,265 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTEL ROLAND M
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL60026
Executive Vice President
Signatures
Roland M. Martel by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 03/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed at multiple prices ranging from $80.94 to $81.89. 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.
( 2 )This transaction was executed at multiple prices ranging from $81.90 to $82.54. The price reported above reflects the weighted average sale price.
( 3 )Options vest in four (4) equal annual installments beginning one year from date of grant.
( 4 )Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
( 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).
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