Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
05 Februar 2024 - 3:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Illinois
Tool Works Inc.
(Name of issuer)
Common Stock
(Title of Class of Securities)
452308
10 9
(CUSIP number)
Gillian L. Nagler, Vice President
Briar Hall Management LLC
511 Union Street, Suite 735
Nashville, TN 37219
615-850-6505
(Name, address and telephone number of person
authorized to receive notices and communications)
December 31,
2023
(Date of event which requires filing of this
statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 2 of 6 Pages
SCHEDULE 13G
(1) |
|
Names
of reporting persons
Briar Hall Management LLC |
(2) |
|
Check
the appropriate box if a member of a group (see instructions)
(a) ¨
(b) ¨ |
(3) |
|
SEC
use only |
(4) |
|
Citizenship
or place of organization
Tennessee |
Number
of
shares
beneficially
owned by
each
reporting
person
with: |
|
(5) |
|
Sole
voting power
25,126,174 |
|
(6) |
|
Shared
voting power
1,031,100 |
|
(7) |
|
Sole
dispositive power
25,126,174 |
|
(8) |
|
Shared
dispositive power
1,031,100 |
(9) |
|
Aggregate
amount beneficially owned by each reporting person
26,157,274 |
(10) | |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ |
(11) |
|
Percent
of class represented by amount in Row (9)
8.7% |
(12) |
|
Type
of reporting person (see instructions)
BK |
Item 1 |
(a) |
Name of Issuer: |
|
|
|
|
This statement on Schedule13G
(this “Schedule 13G”) relates to the Common Stock of Illinois Tool Works Inc. (“ITW”) |
|
(b) |
Address of Issuer’s Principal Executive Offices:
The address of the issuer’s principal executive offices
is 155 Harlem Ave., Glenview, IL 60025. |
|
|
Item 2. |
This Schedule 13G is being filed by Briar Hall
Management LLC (“BHM”), which holds certain ITW shares owned by the Smith family, founders of ITW. BHM was formed under Tennessee
law. The principal business office of BHM is at 511 Union Street, Suite 735, Nashville, TN 37219.
|
(d) |
Title of Class of
Securities: |
|
Common Stock |
|
(e) |
CUSIP No.: 452308
10 9 |
Item 3. If this statement is filed pursuant to sections 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |
¨ |
Broker or dealer
registered under section 15 of the Act. |
|
|
|
(b) |
x |
Bank as defined in section
3(a)(6) of the Act. |
|
|
|
(c) |
¨ |
Insurance company as defined
in section 3(a)(19) of the Act. |
|
|
|
(d) |
¨ |
Investment company registered
under section 8 of the Investment Company Act of 1940. |
|
|
|
(e) |
¨ |
An investment advisor in accordance
with section 240.13d-1(b)(1)(ii)(E). |
|
|
|
(f) |
¨ |
An employee benefit plan or
endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). |
|
|
|
(g) |
¨ |
A parent holding company or
control person in accordance with section 240.13d-1(b)(ii)(G). |
|
|
|
(h) |
¨ |
A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act. |
|
|
|
(i) |
¨ |
A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. |
|
|
|
(j) |
¨ |
Group, in accordance with section
240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership. |
|
|
(a) |
Amount beneficially owned:
26,157,274 shares |
(b) |
Percent of class:
8.7% |
|
|
(c) |
Number of shares as to which such person has: |
|
(i) |
Sole power to vote
or to direct the vote: 25,126,174 |
|
(ii) |
Shared power to
vote or to direct the vote: 1,031,100 |
|
(iii) |
Sole power to dispose
or to direct the disposition of: 25,126,174 |
|
(iv) |
Shared power to
dispose or to direct the disposition of: 1,031,100 |
|
|
Item 5. |
Ownership of
5 Percent or Less of a Class. |
|
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:
Item 6. |
Ownership of
More than 5 Percent on Behalf of Another Person. |
|
|
|
Not applicable. |
|
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
|
|
|
Not applicable. |
|
|
|
Item 8. |
Identification
and Classification of Members of the Group |
|
|
|
Not applicable. |
|
|
Item 9. |
Notice of Dissolution
of Group. |
|
|
|
|
|
Not applicable. |
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 2, 2024. |
|
BRIAR HALL MANAGEMENT
LLC |
|
|
|
By: |
/s/ Gillian L. Nagler
|
|
Name: |
Gillian L. Nagler |
|
Title: |
Vice President |
POWER OF ATTORNEY
The undersigned constitutes and appoints Bernardo
Vaz and Gillian L. Nagler as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all Securities and Exchange
Commission statements of beneficial ownership of securities of Illinois Tool Works Inc. (the “Company”) on Schedules 13D
and 13G as required under Section 13 of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file
the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the Company
and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13,
as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed
with the Securities and Exchange Commission. The authorization set forth above shall continue in full force and effect until
the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 2nd day of February, 2024.
|
BRIAR HALL MANAGEMENT LLC
|
|
|
|
By: |
/s/ Gillian L. Nagler |
|
Name: |
Gillian L. Nagler |
|
Title: |
Vice President |
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