ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Apr 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-04-28

Reporting Person: Wooten James H Jr (Sr VP General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-28	Common Stock	M	13000	$31.125	Acquired	20722	Direct
2011-04-28	Common Stock	S	13000	$58.02	Disposed	7722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-28	Employee Stock Option	$31.125	M	13000	Disposed	2011-12-14	Common Stock (26000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3815	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (16000)	16000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (50000)	50000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (60000)	60000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000)	70000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (60703)	60703	Direct
Qualifying Restricted Stock Unit	$0.00		Common Stock (16324)	16324	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818)	64818	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (7122)	7122	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48735)	48735	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (6465)	6465	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $58.02 to $58.022. 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.

F2: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of March 31, 2011.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

F4: Each qualifying restricted stock unit (QRSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F5: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.