Sec Form 4 Filing - SANTI ERNEST SCOTT @ ILLINOIS TOOL WORKS INC - 2018-02-15

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
SANTI ERNEST SCOTT
2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2018
(Street)
GLENVIEW, IL60025
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 02/15/2018 M 29,004 A $ 0 116,569 D
Common Stock 02/15/2018 F 11,920 D $ 163.36 104,649 D
Common Stock 3,696 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 $ 128 02/10/2018( 2 ) 02/10/2027 Common Stock 195,676 195,676 D
Employee Stock Option $ 98.26 02/13/2016( 2 ) 02/13/2025 Common Stock 184,645 184,645 D
Employee Stock Option $ 78.59 02/14/2015 02/14/2024 Common Stock 224,422 224,422 D
Employee Stock Option $ 63.25 02/15/2014 02/15/2023 Common Stock 305,188 305,188 D
Employee Stock Option $ 91.88 02/12/2017( 2 ) 02/12/2026 Common Stock 199,800 199,800 D
Employee Stock Option $ 55.71 02/10/2013 02/10/2022 Common Stock 108,885 108,885 D
Performance Restricted Stock Unit (granted 2/12/2016) ( 3 ) $ 0 ( 4 ) ( 4 ) Common Stock 32,651 32,651 D
Performance Restricted Stock Unit (granted 2/13/15) ( 3 ) $ 0 02/15/2018 M 29,004 ( 5 ) ( 5 ) Common Stock 29,004 $ 0 0 D
Performance Share Units (granted 2/10/17) ( 3 ) ( 6 ) $ 0 ( 4 ) ( 4 ) Common Stock 20,805 20,805 D
Employee Stock Option $ 163.36 02/15/2018 A 143,453 02/15/2019( 2 ) 02/15/2028 Common Stock 143,453 $ 0 143,453 D
Performance Share Units (granted 2/15/18) ( 3 ) ( 6 ) $ 0 02/15/2018 A 16,833 ( 4 ) ( 4 ) Common Stock 16,833 $ 0 16,833 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANTI ERNEST SCOTT
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL60025
X Chairman & CEO
Signatures
Ernest Scott Santi by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File 02/20/2018
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---Information reported as of February 15, 2018.
( 2 )Options vest in four (4) equal annual installments beginning one year from date of grant.
( 3 )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.
( 4 )Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met.
( 5 )The PRSU award became vested and payable on February 15, 2018.
( 6 )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.

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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