SEC FORM 4

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^*

O'HERLIHY CHRISTOPHER A

(Last)

(First)

(Middle)

ILLINOIS TOOL WORKS INC

3600 WEST LAKE AVENUE

(Street)

GLENVIEW

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/05/2014		M		13,007	A	$35.12	20,821	D
Common Stock	12/05/2014		S		13,007	D	$96.79⁽¹⁾	7,814	D
Common Stock								1,533	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$35.12	12/05/2014		M			13,007	02/13/2010⁽³⁾	02/13/2019	Common Stock	13,007	$0	0	D
Performance Restricted Stock Unit (granted 2/10/2012)⁽⁴⁾	$0.0							⁽⁵⁾	⁽⁵⁾	Common Stock	5,385		5,385	D
Employee Stock Option	$63.25							02/15/2014⁽³⁾	02/15/2023	Common Stock	37,301		37,301	D
Employee Stock Option	$55.81							02/11/2012⁽³⁾	02/11/2021	Common Stock	36,467		36,467	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 2/14/2014)⁽⁴⁾	$0.0							⁽⁵⁾	⁽⁵⁾	Common Stock	5,725		5,725	D
Employee Stock Option	$43.64							02/12/2011	02/12/2020	Common Stock	22,941		22,941	D
Performance Restricted Stock Unit (granted 2/15/2013)⁽⁴⁾	$0.0							⁽⁵⁾	⁽⁵⁾	Common Stock	5,797		5,797	D
Employee Stock Option	$55.71							02/10/2013⁽³⁾	02/10/2022	Common Stock	43,554		43,554	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $96.795 to $96.80. 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 December 5, 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:

	Christopher A. O'Herlihy, by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact on File	12/09/2014
	** 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).
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