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 *
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)
President & CEO
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 155 HARLEM AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015
(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 02/13/2015   M   13,463 A $ 0 (1) 62,025 (2) D  
Common Stock 02/13/2015   F   4,646 D $ 97.05 57,379 (2) D  
Common Stock               3,494 I See Footnote (3)

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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
Performance Restricted Stock Unit (granted 02/10/2012) (1) $ 0 02/13/2015   M     13,463   (4)   (4) Common Stock 13,463 $ 0 0 D  
Employee Stock Option $ 98.26 02/13/2015   A   184,645   02/13/2016(5) 02/13/2026 Common Stock 184,645 $ 0 184,645 D  
Performance Restricted Stock Unit (granted 2/13/15) (1) $ 0 02/13/2015   A   29,004     (6)   (6) Common Stock 29,004 $ 0 29,004 D  
Employee Stock Option $ 63.25             02/15/2014(5) 02/15/2023 Common Stock 305,188   305,188 D  
Employee Stock Option $ 78.59             02/14/2015(5) 02/14/2024 Common Stock 224,422   224,422 D  
Employee Stock Option $ 55.81             02/11/2012 02/11/2021 Common Stock 101,297   101,297 D  
Performance Restricted Stock Unit (granted 2/15/2013) (1) $ 0               (6)   (6) Common Stock 35,573   35,573 D  
Performance Restricted Stock Unit (granted 2/14/2014) (1) $ 0               (6)   (6) Common Stock 32,446   32,446 D  
Employee Stock Option $ 43.64             02/12/2011 02/12/2020 Common Stock 148,154   148,154 D  
Employee Stock Option $ 55.71             02/10/2013(5) 02/10/2022 Common Stock 108,885   108,885 D  

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     President & CEO  

Signatures

 Ernest Scott Santi by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File   02/18/2015
**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) Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
(2) The amount of securities has been decreased from the previous Form 4 to reflect a gift of 610 shares previously reported on a Form 4 filed on December 20, 2013.
(3) Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of February 13, 2015.
(4) The PRSU award became vested and payable on February 13, 2015.
(5) Options vest in four (4) equal annual installments beginning one year from date of grant.
(6) Each PRSU vests 100% three years from the date of grant if performance goals are met.

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