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ILLINOIS TOOL WORKS INC Director's Dealing 2011

Aug 3, 2011

29921_dirs_2011-08-03_e60c7573-376d-4df4-a873-d6a6c344e38b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-08-01

Reporting Person: MCCORMACK ROBERT C (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-08-01 Common Stock J 878867 $0.00 Disposed 3515470 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4683268 Indirect
Common Stock 10906 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (5153) 5153 Direct

Footnotes

F1: Shares held in trusts of which the Reporting Person is a co-trustee and in which a member of his immediate family (adult not living in his household) has a pecuniary interest. The Reporting Person disclaims beneficial ownership of these shares.

F2: Reporting person transferred 878,867 shares to a new family partnership.

F3: Shares held in trusts of which the Reporting Person is a co-trustee and has a pecuniary interest.

F4: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of July 27, 2011. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock.