Michael R. Zimmerman Form 4 ILLINOIS TOOL WORKS / Michael R. Zimmerman 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^*

Zimmerman Michael R.

(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)
02/27/2017

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	02/27/2017		M		5,017	A	$55.71	7,643	D
Common Stock	02/27/2017		S(1)		5,017	D	$132	2,626	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	$78.59							02/14/2015(2)	02/14/2024	Common Stock	6,600		6,600	D
Employee Stock Option	$55.71	02/27/2017		M			5,017	02/10/2013	02/10/2022	Common Stock	5,017	$0	5,000	D
Employee Stock Option	$63.25							02/15/2014	02/14/2023	Common Stock	9,325		9,325	D
Employee Stock Option	$98.26							02/13/2016(2)	02/13/2025	Common Stock	13,362		13,362	D
Performance Restricted Stock Unit (granted 2/13/15)(3)	$0.0							(4)	(4)	Common Stock	2,798		2,798	D
Employee Stock Option	$91.88							02/12/2017(2)	02/12/2026	Common Stock	15,817		15,817	D
Performance Restricted Stock Unit (granted 2/12/2016)(3)	$0.0							(4)	(4)	Common Stock	3,446		3,446	D
Employee Stock Option	$128							02/10/2018(2)	02/10/2027	Common Stock	19,567		19,567	D
Performance Share Units (granted 2/10/17)(3)	$0.0							(4)	(4)	Common Stock	2,050		2,050	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and approved by the issuer effective November 29, 2016.

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

3. 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.

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

Remarks:

	Michael R. Zimmerman, by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact on File	03/01/2017
	** 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).
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