SEC Form 4 · accession 0001550096-19-000002
ILLINOIS TOOL WORKS INC · ITW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John R. Hartnett
Officer — Executive Vice President
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 4:51 pm EST
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 | Feb 5, 2019 | M | 14,500 | $63.25 | A | 29,448 | D | |
| Common StockF1 | Feb 5, 2019 | S | 14,500 | $137.00 | D | 14,948 | D |
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 | $63.25 | Feb 5, 2019 | M | 14,500 | D | Feb 15, 2014 | Feb 15, 2023 | Common Stock | 14,500 | 14,323 | D |
| Employee Stock Option | $78.59 | holding | — | — | — | Feb 14, 2015 | Feb 14, 2024 | Common Stock | 24,202 | 24,202 | D |
| Employee Stock OptionF2 | $98.26 | holding | — | — | — | Feb 13, 2016 | Feb 13, 2025 | Common Stock | 19,436 | 19,436 | D |
| Employee Stock OptionF2 | $91.88 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2026 | Common Stock | 19,980 | 19,980 | D |
| Employee Stock OptionF2 | $128.00 | holding | — | — | — | Feb 10, 2018 | Feb 10, 2027 | Common Stock | 23,294 | 23,294 | D |
| Employee Stock OptionF2 | $163.36 | holding | — | — | — | Feb 15, 2019 | Feb 15, 2028 | Common Stock | 16,953 | 16,953 | D |
| Performance Restricted Stock Unit (granted 2/12/2016)F3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,353 | 4,353 | D |
| Performance Share Units (granted 2/10/17)F3,F5,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,552 | 2,552 | D |
| Performance Share Units (granted 2/15/18)F3,F5,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,040 | 2,040 | D |
Explanation of responses
- F1This transaction was executed at multiple prices ranging from $136.88 to $137.20. 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.
- F2Options vest in four (4) equal annual installments beginning one year from date of grant.
- F3Each performance restricted stock unit (PRSU) and performance share unit (PSU) represents a contingent right to receive one share of the Company's common stock.
- F4Each PRSU and PSU vests 100% three years from the date of grant if performance goals are met.
- F5PSUs 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.