ILLINOIS TOOL WORKS INC — Director's Dealing 2003

Jan 3, 2003

4 1 c73843ce4.htm FORM 4 Form 4 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) | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Flood, David T. (Last) (First) (Middle) | | Illinois Tool Works Inc.
(ITW) | | | | | |
| Illinois Tool Works
Inc. 3600 West Lake Avenue (Street) | 4. | Statement for
Month/Day/Year | | | 5. | If Amendment, Date of Original (Month/Day/Year) | |
| | | January 2, 2003 | | | | | |
| | 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) | | | | |
| | | | Executive Vice President | | | | |
| *Grant of Restricted Stock vesting over 3 year
period: 12/16/03, 12/16/04, 12/16/05. | | | | | | | |

| 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 | 1/2/03 | A * | | 13,500 | A | 66.34 | 13,500 | D |

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| Title of Derivative Security (Instr.
3) | Conversion or Exercise Price of
Derivative Security | Transaction Code (Instr.
8) | 5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5) | |
| --- | --- | --- | --- | --- | --- |
| | | Code | V | (A) | (D) |
| Employee Stock Option (Right to Buy) | 20.375 | | | | |
| Employee Stock Option (Right to Buy) | 30.125 | | | | |
| Employee Stock Option (Right to Buy) | 54.62 | | | | |
| Employee Stock Option (Right to Buy) | 58.25 | | | | |
| Employee Stock Option (Right to Buy) | 65.50 | | | | |
| Employee Stock Option (Right to Buy) | 55.875 | | | | |
| Employee Stock Option (Right to Buy) | 62.25 | | | | |

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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) |
| --- | --- | --- | --- | --- | --- |
| Date Exercisable | Expiration Date | Title | Amount or Number
of Shares | | |
| (1) | 12/8/04 | | | 500 | D |
| (2) | 12/8/05 | | | 12,000 | D |
| (3) | 12/12/07 | | | 8,000 | D |
| (4) | 12/11/08 | | | 10,000 | D |
| (5) | 12/17/09 | | | 12,000 | D |
| (6) | 12/15/10 | | | 37,000 | D |
| (7) | 12/14/11 | | | 40,000 | D |

Explanation of Responses:

These Options vest in four equal annual installments beginning one year from date of grant: Granted (1) 12/8/94 (2) 12/8/95 (3) 12/12/97 (4) 12/11/98 (5) 12/17/99 (6) 12/15/00 (7) 12/14/01

| David T. Flood By Stewart S.
Hudnut, Senior Vice President, General Counsel & Secretary | January 3, 2003 |
| --- | --- |
| **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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