SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
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)
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 06/05/2017 M 36,467 A $55.81 55,878 D
Common Stock 06/05/2017 S 36,467 D $144(1) 19,411 D
Common Stock 1,608 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 $98.26 02/13/2016(3) 02/13/2025 Common Stock 22,675 22,675 D
Employee Stock Option $55.71 02/10/2013 02/10/2022 Common Stock 43,554 43,554 D
Employee Stock Option $91.88 02/12/2017(3) 02/12/2026 Common Stock 37,462 37,462 D
Employee Stock Option $63.25 02/15/2014 02/15/2023 Common Stock 37,301 37,301 D
Employee Stock Option $78.59 02/14/2015(3) 02/14/2024 Common Stock 29,702 29,702 D
Employee Stock Option $55.81 06/05/2017 M 36,467 02/11/2012 02/11/2021 Common Stock 36,467 $0 0 D
Performance Restricted Stock Unit (granted 2/12/2016)(4) $0.0 (5) (5) Common Stock 8,162 8,162 D
Performance Restricted Stock Unit (granted 2/13/15)(4) $0.0 (5) (5) Common Stock 4,749 4,749 D
Employee Stock Option $128 02/10/2018(3) 02/10/2027 Common Stock 48,453 48,453 D
Performance Share Units (granted 2/10/17)(4) $0.0 (5) (5) Common Stock 5,078 5,078 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $144.00 to $144.05. 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.
2. Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of June 5, 2017.
3. Options vest in four (4) equal annual installments beginning one year from date of grant.
4. 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.
5. Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met.
Christopher A. O'Herlihy, by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact on File 06/07/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.