Sec Form 4 Filing - Parry David C @ ILLINOIS TOOL WORKS INC - 2016-04-25

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
Parry David 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)
Vice Chairman
(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2016
(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 04/25/2016 G 44 D $ 0 584 D
Common Stock 05/16/2016 M 10,000 A $ 55.81 10,584 D
Common Stock 05/16/2016 S 10,000 D $ 104.35 ( 1 ) 584 D
Common Stock 1,187 I See Footnote ( 2 )
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 $ 55.81 05/16/2016 M 10,000 02/11/2012 02/11/2021 Common Stock 10,000 $ 0 71,037 D
Employee Stock Option $ 98.26 02/13/2016( 3 ) 02/13/2025 Common Stock 48,590 48,590 D
Employee Stock Option $ 91.88 02/12/2017( 3 ) 02/12/2026 Common Stock 49,950 49,950 D
Employee Stock Option $ 78.59 02/14/2015( 3 ) 02/14/2024 Common Stock 66,006 66,006 D
Employee Stock Option $ 55.71 02/10/2013 02/10/2022 Common Stock 108,885 108,885 D
Employee Stock Option $ 63.25 02/15/2014( 3 ) 02/15/2023 Common Stock 101,729 101,729 D
Performance Restricted Stock Unit (granted 2/12/2016) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 10,883 10,883 D
Performance Restricted Stock Unit (granted 2/13/15) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 10,177 10,177 D
Performance Restricted Stock Unit (granted 2/14/2014) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 12,274 12,274 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parry David C
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL60025
Vice Chairman
Signatures
David C. Parry by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File 05/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed at multiple prices ranging from $104.25 to $104.48. 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 )Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of May 16, 2016.
( 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).
** 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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