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*
BRADY SHARON M

(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)
SR VP Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2013
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 12/24/2013 M 30,000 A $48.51 34,781 D
Common Stock 12/24/2013 S 30,000 (1) D $83.02 (2) 4,781 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $48.51 12/24/2013 M 30,000 02/08/2009 02/08/2018 Common Stock 30,000 $0 0 D
Employee Stock Option $55.71 02/10/2013 (3) 02/10/2022 Common Stock 52,265 52,265 D
Employee Stock Option $55.81 02/11/2012 (3) 02/11/2021 Common Stock 48,622 48,622 D
Employee Stock Option $43.64 02/12/2011 (3) 02/12/2020 Common Stock 16,205 16,205 D
Performance Restricted Stock Unit (granted 2/10/2012) (4) $0.0 (5) (5) Common Stock 6,462 6,462 D
Employee Stock Option $63.25 02/15/2014 (3) 02/15/2023 Common Stock 40,692 40,692 D
Performance Restricted Stock Unit (granted 02/15/2013) (4) $0.0 (5) (5) Common Stock 6,324 6,324 D
Performance Restricted Stock Unit (granted 2/11/2011) (4) $0.0 (5) (5) Common Stock 6,450 6,450 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and approved by the issuer on October 25, 2013.
2. This transaction was executed at multiple prices ranging from $83.00 to $83.05. 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.
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:
Sharon M. Brady by Maria C. Green Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 12/27/2013
** 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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