ITW Illinois Tool Works Inc

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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                       

1. Name and Address of Reporting Person * SANTI ERNEST SCOTT	2. Issuer Name and Ticker or Trading Symbol ILLINOIS TOOL WORKS INC [ ITW ]	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
(Last)          (First)          (Middle) ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/28/2019
(Street) GLENVIEW, IL 60025 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	10/28/2019		M		33887	A	$63.25	150922	D
Common Stock	10/28/2019		S		33887	D	$167.37 (1)	117035	D
Common Stock	10/28/2019		M		69223	A	$63.25	186258	D
Common Stock	10/28/2019		S		69223	D	$168.82 (2)	117035	D
Common Stock	10/28/2019		M		29548	A	$63.25	146583	D
Common Stock	10/28/2019		S		29548	D	$169.95 (3)	117035	D
Common Stock	10/28/2019		M		10442	A	$63.25	127477	D
Common Stock	10/28/2019		S		10442	D	$170.73 (4)	117035	D
Common Stock	10/28/2019		M		6900	A	$63.25	123935	D
Common Stock	10/28/2019		S		6900	D	$171.53 (5)	117035	D
Common Stock	10/28/2019		M		2594	A	$63.25	119629	D
Common Stock	10/28/2019		S		2594	D	$173.75	117035	D
Common Stock								3864	I	See Footnote (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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	$128.0							2/10/2018 (7)	2/10/2027	Common Stock	195676.0		195676	D
Employee Stock Option	$98.26							2/13/2016	2/13/2025	Common Stock	184645.0		184645	D
Employee Stock Option	$78.59							2/14/2015	2/14/2024	Common Stock	224422.0		224422	D
Employee Stock Option	$63.25	10/28/2019		M			152594	2/15/2014	2/15/2023	Common Stock	152594.0	$0	152594	D
Employee Stock Option	$91.88							2/12/2017 (7)	2/12/2026	Common Stock	199800.0		199800	D
Employee Stock Option	$163.36							2/15/2019 (7)	2/15/2028	Common Stock	143453.0		143453	D
Employee Stock Option	$144.21							2/15/2020 (7)	2/15/2029	Common Stock	167345.0		167345	D
Performance Share Units (granted 2/10/17) (8)(9)	$0.0							(10)	(10)	Common Stock	21884.0		21884	D
Performance Share Units (granted 2/15/18) (8)(9)	$0.0							(10)	(10)	Common Stock	17623.0		17623	D
Performance Share Units (granted 2/15/19) (8)(9)	$0.0							(10)	(10)	Common Stock	20351.0		20351	D

Explanation of Responses:
(1)	This transaction was executed at multiple prices ranging from $167.38 to $168.37. 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)	This transaction was executed at multiple prices ranging from $168.39 to $169.30. 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.
(3)	This transaction was executed at multiple prices ranging from $169.30 to $170.30. 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.
(4)	This transaction was executed at multiple prices ranging from $170.30 to $171.13. 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.
(5)	This transaction was executed at multiple prices ranging from $171.39 to $171.74. 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.
(6)	Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of October 28, 2019.
(7)	Options vest in four (4) equal annual installments beginning one year from date of grant.
(8)	Each performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.
(9)	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.
(10)	Each PSU vests 100% three years from the date of grant if performance goals are met.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SANTI ERNEST SCOTT ILLINOIS TOOL WORKS INC. 155 HARLEM AVENUE GLENVIEW, IL 60025	X		Chairman & CEO

Signatures
Ernest Scott Santi by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File		10/30/2019
**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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