Roland M Martel Form 4 ILLINOIS TOOL WORKS / ROLAND M MARTEL ownership change

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 IL 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)
05/03/2016

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	05/03/2016		M		70,000	A	$48.51	96,996	D
Common Stock	05/03/2016		S		70,000	D	$104.3(1)	26,996	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	05/03/2016		M			70,000	02/08/2009	02/08/2018	Common Stock	70,000	$0	0	D
Employee Stock Option	$78.59							02/14/2015(2)	02/14/2024	Common Stock	29,702		29,702	D
Employee Stock Option	$63.25							02/15/2014(2)	02/15/2023	Common Stock	42,387		42,387	D
Employee Stock Option	$43.64							02/12/2011	02/12/2020	Common Stock	64,818		64,818	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(2)	02/12/2026	Common Stock	22,477		22,477	D
Employee Stock Option	$98.26							02/13/2016(2)	02/13/2025	Common Stock	21,865		21,865	D
Performance Restricted Stock Unit (granted 2/12/2016)(3)	$0.0							(4)	(4)	Common Stock	4,897		4,897	D
Performance Restricted Stock Unit (granted 2/13/15)(3)	$0.0							(4)	(4)	Common Stock	4,579		4,579	D
Performance Restricted Stock Unit (granted 2/14/2014)(3)	$0.0							(4)	(4)	Common Stock	5,725		5,725	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $104.22 to $104.42. 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. Options vest in four (4) equal annual installments beginning one year from date of grant.

3. Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

4. Each PRSU vests 100% three years from the date of grant.

Remarks:

	Roland M. Martel by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File	05/05/2016
	** 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).
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