Statement of Changes in Beneficial Ownership (4)
May 15 2017 - 6:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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SANTI ERNEST SCOTT
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2. Issuer Name
and
Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC
[
ITW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2017
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(Street)
GLENVIEW, IL 60025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/11/2017
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M
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101197
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A
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$55.81
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191142
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D
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Common Stock
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5/11/2017
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S
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101197
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D
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$138.03
(1)
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89945
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D
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Common Stock
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5/12/2017
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M
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100
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A
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$55.81
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90045
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D
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Common Stock
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5/12/2017
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S
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100
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D
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$138
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89945
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D
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Common Stock
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3650
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I
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See Footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option
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$98.26
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2/13/2016
(3)
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2/13/2025
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Common Stock
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184645.0
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184645
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D
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Employee Stock Option
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$78.59
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2/14/2015
(3)
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2/14/2024
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Common Stock
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224422.0
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224422
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D
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Employee Stock Option
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$63.25
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2/15/2014
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2/15/2023
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Common Stock
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305188.0
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305188
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D
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Employee Stock Option
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$91.88
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2/12/2017
(3)
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2/12/2026
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Common Stock
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199800.0
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199800
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D
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Employee Stock Option
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$55.81
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5/11/2017
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M
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101197
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2/11/2012
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2/11/2021
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Common Stock
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101197.0
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$0
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100
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D
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Employee Stock Option
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$55.81
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5/12/2017
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M
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100
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2/11/2012
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2/11/2021
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Common Stock
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100.0
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$0
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0
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D
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Employee Stock Option
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$55.71
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2/10/2013
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2/10/2022
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Common Stock
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108885.0
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108885
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D
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Performance Restricted Stock Unit (granted 2/12/2016)
(4)
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$0.0
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(5)
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(5)
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Common Stock
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32651.0
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32651
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D
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Performance Restricted Stock Unit (granted 2/13/15)
(4)
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$0.0
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(5)
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(5)
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Common Stock
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29004.0
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29004
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D
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Employee Stock Option
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$128.0
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2/10/2018
(3)
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2/10/2027
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Common Stock
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195676.0
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195676
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D
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Performance Share Units (granted 2/10/17)
(4)
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$0.0
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(5)
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(5)
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Common Stock
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20607.0
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20607
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D
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Explanation of Responses:
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(1)
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This transaction was executed in multiple trades at prices ranging from $138.00 to $138.19. 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 stockholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
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(2)
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Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of May 11, 2017.
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(3)
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Options vest in four (4) equal annual installments beginning one year from date of grant.
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(4)
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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.
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(5)
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Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met. In addition, PSUs accrue dividend equivalent rights payable upon vesting.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SANTI ERNEST SCOTT
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL 60025
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X
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Chairman & CEO
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Signatures
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Ernest Scott Santi by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File
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5/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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