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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTEL ROLAND M
  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)
Executive Vice President
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2014
(Street)

GLENVIEW, IL 60026
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 03/13/2014   M   60,703 A $ 35.12 81,832 D  
Common Stock 03/13/2014   S   44,803 D $ 81.52 (1) 37,029 D  
Common Stock 03/13/2014   S   15,900 D $ 82.22 (2) 21,129 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 $ 35.12 03/13/2014   M     60,703 02/13/2010 02/13/2019 Common Stock 60,703 $ 0 0 D  
Employee Stock Option $ 78.59             02/14/2015(3) 02/14/2024 Common Stock 29,702   29,702 D  
Performance Restricted Stock Unit (granted 2/15/2013) (4) $ 0               (5)   (5) Common Stock 6,588   6,588 D  
Employee Stock Option $ 63.25             02/15/2014(3) 02/15/2023 Common Stock 42,387   42,387 D  
Employee Stock Option $ 43.64             02/12/2011(3) 02/12/2020 Common Stock 64,818   64,818 D  
Performance Restricted Stock Unit granted 2/10/2012) (4) $ 0               (5)   (5) Common Stock 6,462   6,462 D  
Employee Stock Option $ 55.81             02/11/2012(3) 02/11/2021 Common Stock 48,622   48,622 D  
Employee Stock Option $ 48.51             02/08/2009 02/08/2018 Common Stock 70,000   70,000 D  
Employee Stock Option $ 51.6             02/09/2008 02/09/2017 Common Stock 60,000   60,000 D  
Performance Restricted Stock Unit (granted 2/14/2014) (4) $ 0               (5)   (5) Common Stock 5,725   5,725 D  
Employee Stock Option $ 55.71             02/10/2013(3) 02/10/2022 Common Stock 52,265   52,265 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTEL ROLAND M
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL 60026
      Executive Vice President  

Signatures

 Roland M. Martel by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File   03/17/2014
**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) This transaction was executed at multiple prices ranging from $80.94 to $81.89. 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.
(2) This transaction was executed at multiple prices ranging from $81.90 to $82.54. The price reported above reflects the weighted average sale price.
(3) Options vest in four (4) equal annual installments beginning one year from date of grant.
(4) Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
(5) Each PRSU vests 100% three years from the date of grant if performance goals are met.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.