SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Parry David C

(Last) (First) (Middle)
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE

(Street)
GLENVIEW IL 60026

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 S 12,400 D $81.9(1) 123 D
Common Stock 1,135 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 02/11/2012(3) 02/11/2021 Common Stock 81,037 81,037 D
Performance Restricted Stock Unit (granted 2/15/2013)(4) $0.0 (5) (5) Common Stock 15,810 15,810 D
Performance Restricted Stock Unit (granted 2/10/2012)(4) $0.0 (5) (5) Common Stock 13,463 13,463 D
Employee Stock Option $48.51 02/08/2009 02/08/2018 Common Stock 70,000 70,000 D
Employee Stock Option $43.64 02/12/2011 02/12/2020 Common Stock 64,818 64,818 D
Employee Stock Option $35.12 02/13/2010 02/13/2019 Common Stock 30,703 30,703 D
Employee Stock Option $78.59 02/14/2015(3) 02/14/2024 Common Stock 66,006 66,006 D
Employee Stock Option $51.6 02/09/2008 02/09/2017 Common Stock 60,000 60,000 D
Employee Stock Option $55.71 02/10/2013(3) 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 2/14/2014)(4) $0.0 (5) (5) Common Stock 12,274 12,274 D
Explanation of Responses:
1. This transaction was executed at multiple prices ranging from $81.83 to $81.98. 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 March 13, 2014.
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.
Remarks:
David C. Parry by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 03/17/2014
** Signature of Reporting Person 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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