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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