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^*

MARTEL ROLAND M

(Last)

(First)

(Middle)

ILLINOIS TOOL WORKS INC.

155 HARLEM AVENUE

(Street)

GLENVIEW

60025

(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)
02/15/2018

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	02/15/2018		M		4,579	A	$0	30,801	D
Common Stock	02/15/2018		F		1,356	D	$163.36	29,445	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 (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	$78.59							02/14/2015	02/14/2024	Common Stock	29,702		29,702	D
Employee Stock Option	$63.25							02/15/2014	02/15/2023	Common Stock	42,387		42,387	D
Employee Stock Option	$55.81							02/11/2012	02/11/2021	Common Stock	48,622		48,622	D
Employee Stock Option	$55.71							02/10/2013	02/10/2022	Common Stock	52,265		52,265	D
Employee Stock Option	$91.88							02/12/2017⁽¹⁾	02/12/2026	Common Stock	22,477		22,477	D
Employee Stock Option	$98.26							02/13/2016⁽¹⁾	02/13/2025	Common Stock	21,865		21,865	D
Employee Stock Option	$128							02/10/2018⁽¹⁾	02/10/2027	Common Stock	25,158		25,158	D
Performance Restricted Stock Unit (granted 2/12/2016)⁽²⁾	$0.0							⁽³⁾	⁽³⁾	Common Stock	4,897		4,897	D
Performance Restricted Stock Unit (granted 2/13/15)⁽²⁾	$0.0	02/15/2018		M			4,579	⁽⁴⁾	⁽⁴⁾	Common Stock	4,579	$0	0	D
Performance Share Units (granted 2/10/17)⁽²⁾⁽⁵⁾	$0.0							⁽³⁾	⁽³⁾	Common Stock	2,686		2,686	D
Performance Share Units (granted 2/15/18)⁽²⁾⁽⁵⁾	$0.0	02/15/2018		A		2,065		⁽³⁾	⁽³⁾	Common Stock	2,065	$0	2,065	D
Employee Stock Option	$163.36	02/15/2018		A		17,605		02/15/2019⁽¹⁾	02/15/2028	Common Stock	17,605	$0	17,605	D

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. Each PRSU and PSU vests 100% three years from date of grant if performance goals are met.

4. The PRSU award became vested and payable on February 15, 2018.

5. 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.

Remarks:

	Roland M. Martel by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File	02/20/2018
	** 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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