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*
Parry David C

(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 02/03/2016 M 70,000 A $48.51 70,044 D
Common Stock 02/03/2016 S 70,000 D $89.3(1) 44 D
Common Stock 1,182 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 $48.51 02/03/2016 M 70,000 02/08/2009 02/08/2018 Common Stock 70,000 $0 0 D
Employee Stock Option $55.81 02/11/2012(3) 02/11/2021 Common Stock 81,037 81,037 D
Employee Stock Option $98.26 02/13/2016 02/13/2025 Common Stock 48,590 48,590 D
Employee Stock Option $78.59 02/14/2015 02/14/2024 Common Stock 66,006 66,006 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 2/13/15)(4) $0.0 (5) (5) Common Stock 10,177 10,177 D
Performance Restricted Stock Unit (granted 2/14/2014)(4) $0.0 (5) (5) Common Stock 12,274 12,274 D
Performance Restricted Stock Unit (granted 2/15/2013)(4) $0.0 (5) (5) Common Stock 15,810 15,810 D
Explanation of Responses:
1. This transaction was executed at multiple trades at prices ranging from $88.60 to $89.97. 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 February 3, 2016.
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.
David C. Parry by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File 02/05/2016
** 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.