O'herlihy Christopher A Form 4 ILLINOIS TOOL WORKS / CHRISTOPHER A O'HERLIHY 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^*

O'HERLIHY CHRISTOPHER A

(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)
Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2019

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	11/01/2019		M		37,301	A	$63.25	65,674	D
Common Stock	11/01/2019		S		37,301	D	$171.69(1)	28,373	D
Common Stock								1,703	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	02/13/2025	Common Stock	22,675		22,675	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	11/01/2019		M			37,301	02/15/2014	02/15/2023	Common Stock	37,301	$0	0	D
Employee Stock Option	$78.59							02/14/2015	02/14/2024	Common Stock	29,702		29,702	D
Employee Stock Option	$128							02/10/2018(3)	02/10/2027	Common Stock	48,453		48,453	D
Employee Stock Option	$163.36							02/15/2019(3)	02/15/2028	Common Stock	39,123		39,123	D
Employee Stock Option	$144.21							02/15/2020(3)	02/15/2029	Common Stock	43,655		43,655	D
Performance Share Units (granted 2/10/17)(4)(5)	$0.0							(6)	(6)	Common Stock	5,420		5,420	D
Performance Share Units (granted 2/15/18)(4)(5)	$0.0							(6)	(6)	Common Stock	4,806		4,806	D
Performance Share Units (granted 2/15/19)(4)(5)	$0.0							(6)	(6)	Common Stock	5,308		5,308	D

Explanation of Responses:

1. This transaction was executed at multiple prices ranging from $171.18 to $171.89. 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 November 1, 2019.

3. Options vest in four (4) equal annual installments beginning one year from date of grant.

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

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.

6. Each PSU vests 100% three years from the date of grant if performance goals are met.

Remarks:

	Christopher A. O'Herlihy, by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact on File	11/05/2019
	** Signature of Reporting Person	Date
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