SEC Form 4 · accession 0001307581-15-000004
ILLINOIS TOOL WORKS INC · ITW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ernest Scott Santi
Officer — President & CEO · Director
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000049826
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 9, 2015 | M | 74,077 | $43.64 | A | 131,456 | D | |
| Common StockF1 | Mar 9, 2015 | S | 74,077 | $98.49 | D | 57,379 | D | |
| Common StockF2 | holding | — | — | — | 3,493 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option | $43.64 | Mar 9, 2015 | M | 74,077 | D | Feb 12, 2011 | Feb 12, 2020 | Common Stock | 74,077 | 74,077 | D |
| Performance Restricted Stock Unit (granted 2/13/15)F3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 29,004 | 29,004 | D |
| Employee Stock OptionF5 | $63.25 | holding | — | — | — | Feb 15, 2014 | Feb 15, 2023 | Common Stock | 305,188 | 305,188 | D |
| Employee Stock OptionF5 | $78.59 | holding | — | — | — | Feb 14, 2015 | Feb 14, 2024 | Common Stock | 224,422 | 224,422 | D |
| Employee Stock Option | $55.81 | holding | — | — | — | Feb 11, 2012 | Feb 11, 2021 | Common Stock | 101,297 | 101,297 | D |
| Employee Stock OptionF5 | $55.71 | holding | — | — | — | Feb 10, 2013 | Feb 10, 2022 | Common Stock | 108,885 | 108,885 | D |
| Performance Restricted Stock Unit (granted 2/14/2014)F3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 32,446 | 32,446 | D |
| Employee Stock OptionF5 | $98.26 | holding | — | — | — | Feb 13, 2016 | Feb 13, 2026 | Common Stock | 184,645 | 184,645 | D |
| Performance Restricted Stock Unit (granted 2/15/2013)F3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 35,573 | 35,573 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $98.16 to $98.97. 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.
- F2Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of March 9, 2015.
- F3Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
- F4Each PRSU vests 100% three years from the date of grant if performance goals are met.
- F5Options vest in four (4) equal annual installments beginning one year from date of grant.