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 *
Lawler Mary Katherine
  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)
SVP & Chief HR Officer
(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   4,353 A $ 0 9,191 (1) D  
Common Stock 02/15/2019   F   1,301 D $ 138.64 7,890 D  
Common Stock               249 I See Footnote (2)

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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 19,436   19,436 D  
Employee Stock Option $ 91.88             02/12/2017(3) 02/12/2026 Common Stock 19,980   19,980 D  
Employee Stock Option $ 128             02/10/2018(3) 02/10/2027 Common Stock 23,294   23,294 D  
Employee Stock Option $ 163.36             02/15/2019(3) 02/15/2028 Common Stock 17,279   17,279 D  
Performance Restricted Stock Unit (granted 2/12/2016) (4) $ 0 02/15/2019   M     4,353   (5)   (5) Common Stock 4,353 $ 0 0 D  
Performance Share Units (granted 2/10/17) (4) (6) $ 0               (7)   (7) Common Stock 2,552   2,552 D  
Performance Share Units (granted 2/15/18) (4) (6) $ 0               (7)   (7) Common Stock 2,079   2,079 D  
Employee Stock Option $ 144.21 02/15/2019   A   19,281   02/15/2020(3) 02/15/2029 Common Stock 19,281 $ 0 19,281 D  
Performance Share Units (granted 2/15/19) (4) (6) $ 0 02/15/2019   A   2,296     (7)   (7) Common Stock 2,296 $ 0 2,296 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lawler Mary Katherine
ILLINOIS TOOL WORKS INC.
155 HARLEM AVENUE
GLENVIEW, IL 60025
      SVP & Chief HR Officer  

Signatures

 Mary K. Lawler, 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) Includes 175 shares acquired under a dividend reinvestment plan.
(2) Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 15, 2019.
(3) Options vest in four (4) equal annual installments beginning one year from date of grant.
(4) 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.
(5) The PRSU award became vested and payable on February 15, 2019.
(6) PSUs accrue dividends in shares of common stock, subject to fulfillment of vesting period and performance goals; the PSUs shown include dividend equivalents accrued, if any, to date.
(7) Each PSU vests 100% three years from the date of grant if performance goals are met.

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