ILLINOIS TOOL WORKS INC — Director's Dealing 2002

Sep 24, 2002

4 1 c71982be4.htm FORM 4 Illinois Tool Works Inc. PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

| 1. | 2. | Issuer Name and Ticker or
Trading Symbol | | | | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Brailsford Marvin D (Last) (First) (Middle) | | Illinois Took Works Inc.
(ITW) | | | | | |
| 3600 West Lake
Avenue (Street) | 4. | Statement for
Month/Day/Year | | | 5. | If Amendment, Date of Original (Month/Day/Year) | |
| | | September 20, 2002 | | | | | |
| | 6. | Relationship of Reporting Person(s) to
Issuer (Check All Applicable) | | | 7. | Individual or Joint/Group
Filing (Check
Applicable Line) | |
| Glenview, IL 60025 (City) (State) (Zip) | | x | Director | o | 10% Owner | x | Form Filed by One Reporting Person |
| | | o | Officer (give title
below) | | | o | Form Filed by More than One Reporting
Person |
| | | o | Other (specify
below) | | | | |

| Reminder: | Report on a separate line for each class of securities
beneficially owned directly or indirectly. |
| --- | --- |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). |

PAGEBREAK

| Title of Security (Instr. 3) | Transaction Date (Month/Day/Year) | Transaction Code (Instr.
8) | 4. | Securities Acquired (A) or Disposed
of (D) (Instr. 3, 4 and 5) | | 5. | Amount of Sec- urities
Beneficially Owned Following Reported
Trans- action(s) (Instr. 3 and 4) | Ownership Form: Direct (D) or Indirect
(I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or (D) | Price | | |
| Common Stock | 09/20/02 | A * | V | 195 | A | 60.24 | 4,908 | D |

• Deferred Stock Under the ITW Non-Officer Directors' Fee Conversion Plan

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| Title of Derivative Security (Instr.
3) | Transaction Code (Instr.
8) | 5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5) | |
| --- | --- | --- | --- | --- |
| | Code | V | (A) | (D) |
| Phantom Stock Units | | | | |

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| Date Exercisable and Expiration
Date (Month/Day/Year) | 7. | Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. | Number of Derivative
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | Ownership Form of Derivative
Security: Direct (D) or Indirect (I) (Instr. 4) | Nature
of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- |
| Date Exercisable | Expiration Date | Title | Amount or Number
of Shares | | | |
| | | | | 2,129 | I | * |

Explanation of Responses:

• Represents Units of Phantom Stock Under the Phantom Stock Plan for Non-Officer Directors. Each Unit is equal in value to one share of Common Stock. The Units are not transferable and have no voting right. Additional Units are credited in amounts equivalent to cash dividends paid on the Common Stock. The number of Phantom Stock Units reported includes units granted prior to 8/15/96 for which reporting is not required.

| Marvin D. Brailsford by Stewart S.
Hudnut Senior Vice President, General Counsel & Secretary (Copy of Power of
Attorney on file) | September 23, 2002 |
| --- | --- |
| **Signature
of Reporting Person | Date |

| ** | Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a). |
| --- | --- |
| Note: | File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for
procedure. |

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