Juan Valls Form 4 ILLINOIS TOOL WORKS / JUAN VALLS 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^*

VALLS JUAN

(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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2018		M		3,731	A	$0	26,210	D
Common Stock	02/15/2018		F		1,780	D	$163.36	24,430	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	$91.88							02/12/2017(1)	02/12/2026	Common Stock	16,650		16,650	D
Employee Stock Option	$55.71							02/10/2013	02/10/2022	Common Stock	52,265		52,265	D
Employee Stock Option	$98.26							02/13/2016(1)	02/13/2025	Common Stock	17,816		17,816	D
Employee Stock Option	$63.25							02/15/2014	02/15/2023	Common Stock	40,692		40,692	D
Employee Stock Option	$78.59							02/14/2015	02/14/2024	Common Stock	24,202		24,202	D
Performance Restricted Stock Unit (granted 2/12/2016)(2)	$0.0							(3)	(3)	Common Stock	3,627		3,627	D
Performance Restricted Stock Unit (granted 2/13/15)(2)	$0.0	02/15/2018		M			3,731	(4)	(4)	Common Stock	3,731	$0	0	D
Employee Stock Option	$128							02/10/2018(1)	02/10/2027	Common Stock	18,635		18,635	D
Performance Share Units (granted 2/10/17)(2)(5)	$0.0							(3)	(3)	Common Stock	1,990		1,990	D
Performance Share Units (granted 2/15/18)(2)(5)	$0.0	02/15/2018		A		1,606		(3)	(3)	Common Stock	1,606	$0	1,606	D
Employee Stock Option	$163.36	02/15/2018		A		13,693		02/15/2019(1)	02/15/2028	Common Stock	13,693	$0	13,693	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 the 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:

	Juan Valls 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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