ILLINOIS TOOL WORKS INC — Director's Dealing 2009

Oct 22, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2009-10-21

Reporting Person: SPEER DAVID B (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-21	Common Stock	M	100000	$27.9375	Acquired	176200	Indirect
2009-10-21	Common Stock	S	73550	$48.654	Disposed	102650	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-21	Employee Stock Option	$27.9375	M	100000	Disposed	2010-12-15	Common Stock (100000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11133	Direct
Common Stock	1906	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$31.125	2011-12-14	Common Stock (120000)	120000	Indirect
Employee Stock Option	$47.13	2014-12-10	Common Stock (187500)	75000	Direct
Employee Stock Option	$47.13	2014-12-10	Common Stock (225000)	225000	Indirect
Employee Stock Option	$42.08	2016-02-01	Common Stock (300000)	200000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (200000)	200000	Indirect
Employee Stock Option	$51.60	2017-02-09	Common Stock (350000)	300000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (100000)	100000	Indirect
Employee Stock Option	$48.51	2018-02-08	Common Stock (500000)	500000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (433593)	433593	Direct
Qualifying Restricted Stock Unit	$0.00		Common Stock (94533)	94533	Direct

Footnotes

F1: This number was increased by 77 shares to reflect shares acquired under dividend reinvestment plan.

F2: Shares are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of shares held by FLP except to the extent of his pecuniary interest therein.

F3: This transaction was executed in multiple trades at prices ranging from $48.51 to $48.73. 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.

F4: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of September 30, 2009.

F5: Options are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

F6: Options vest in four (4) equal annual installments beginning in each December following the grant date.

F7: Options vest in four (4) equal annual installments beginning one year from date of grant.

F8: Each qualifying restricted stock unit (QRSU) represents a contingent right to receive one share of the Company's common stock.

F9: Each QRSU vests 100% three years from the date of grant if performance goals are met.