Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTINDALE STEVEN L
  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
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019
(Street)

GLENVIEW, IL 60025
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/15/2019   M   3,990 A $ 0 37,116 D  
Common Stock 02/15/2019   F   1,192 D $ 138.64 35,924 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 $ 98.26             02/13/2016 02/13/2025 Common Stock 17,816   17,816 D  
Employee Stock Option $ 55.71             02/10/2013 02/10/2022 Common Stock 52,265   52,265 D  
Employee Stock Option $ 55.81             02/11/2012 02/11/2021 Common Stock 48,622   48,622 D  
Employee Stock Option $ 78.59             02/14/2015 02/14/2024 Common Stock 24,202   24,202 D  
Employee Stock Option $ 63.25             02/14/2014 02/15/2023 Common Stock 42,387   42,387 D  
Employee Stock Option $ 91.88             02/12/2017(1) 02/12/2026 Common Stock 18,315   18,315 D  
Employee Stock Option $ 128             02/10/2018(1) 02/10/2027 Common Stock 22,363   22,363 D  
Employee Stock Option $ 163.36             02/15/2019(1) 02/15/2028 Common Stock 17,605   17,605 D  
Performance Restricted Stock Unit (granted 2/12/2016) (2) $ 0 02/15/2019   M     3,990   (3)   (3) Common Stock 3,990 $ 0 0 D  
Performance Share Units (granted 2/10/17) (2) (4) $ 0               (5)   (5) Common Stock 2,449   2,449 D  
Performance Share Units (granted 2/15/18) (2) (4) $ 0               (5)   (5) Common Stock 2,118   2,118 D  
Performance Share Units (granted 2/15/19) (2) (4) $ 0 02/15/2019   A   2,513     (5)   (5) Common Stock 2,513 $ 0 2,513 D  
Employee Stock Option $ 144.21 02/15/2019   A   21,100   02/15/2020(1) 02/15/2029 Common Stock 21,100 $ 0 21,100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTINDALE STEVEN L
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL 60025
      Executive Vice President  

Signatures

 Steven L. Martindale by Janet O. Love, Deputy General Counsel & Assistant Secretary, Attorney-In-Fact POA on File   02/20/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Options vest in four (4) equal annual installments beginning one year from date of grant.
(2) 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.
(3) The PRSU award became vested and payable on February 15, 2019.
(4) 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.
(5) Each PSU vests 100% three years from the date of grant if performance goals are met.

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