Sec Form 4 Filing - Zimmerman Michael R. @ ILLINOIS TOOL WORKS INC - 2019-02-15

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
Zimmerman Michael R.
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., 155 HARLEM AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2019
(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 02/15/2019 M 3,446 A $ 0 8,027 D
Common Stock 02/15/2019 F 1,037 D $ 138.64 6,990 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 $ 78.59 02/14/2015 02/14/2024 Common Stock 6,600 6,600 D
Employee Stock Option $ 63.25 02/15/2014 02/14/2023 Common Stock 9,325 9,325 D
Employee Stock Option $ 98.26 02/13/2016 02/13/2025 Common Stock 13,362 13,362 D
Employee Stock Option $ 91.88 02/12/2017( 1 ) 02/12/2026 Common Stock 15,817 15,817 D
Performance Restricted Stock Unit (granted 2/12/2016) ( 2 ) $ 0 02/15/2019 M 3,446 ( 3 ) ( 3 ) Common Stock 3,446 $ 0 0 D
Employee Stock Option $ 128 02/10/2018( 1 ) 02/10/2027 Common Stock 19,567 19,567 D
Employee Stock Option $ 163.36 02/15/2019( 1 ) 02/15/2028 Common Stock 13,693 13,693 D
Performance Share Units (granted 2/10/17) ( 2 ) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 2,143 2,143 D
Performance Share Units (granted 2/15/18) ( 2 ) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 1,647 1,647 D
Employee Stock Option $ 144.21 02/15/2019 A 16,006 02/15/2020( 1 ) 02/15/2029 Common Stock 16,006 $ 0 16,006 D
Performance Share Units (granted 2/15/19) ( 2 ) ( 4 ) $ 0 02/15/2019 A 1,906 ( 5 ) ( 5 ) Common Stock 1,906 $ 0 1,906 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zimmerman Michael R.
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL60025
Executive Vice President
Signatures
Michael R. Zimmerman, by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact on File 02/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options vest in four (4) equal annual installments beginning one year from date of grant.
( 2 )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.
( 3 )The PRSU award became vested and payable on February 15, 2019.
( 4 )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.
( 5 )Each PSU 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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