FORM 4 [ ] 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 *

SMITH DAVID BYRON JR
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/7/2020
(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 2/7/2020  A(1)  204 A$183.54 116504 D (2) 
Common Stock         15517 I Trusts (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units  (4)           (4) (4)Common Stock 1277.0  1277 D  

Explanation of Responses:
(1) Shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2015 Long Term Incentive Plan representing quarterly director fees.
(2) Includes 95,901 shares owned directly by reporting person with his spouse.
(3) Shares held in various trusts of which the reporting person has a pecuniary interest and is a co-trustee with his spouse.
(4) Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of February 7, 2020. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SMITH DAVID BYRON JR
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL 60025
X



Signatures
David Byron Smith, Jr. by Janet O. Love, Chief Governance Counsel & Assistant Secretary, Attorney-In-Fact POA on File2/11/2020
**Signature of Reporting PersonDate

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