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: 2011-04-27

Reporting Person: Osterkorn Eugene A (VP & Controller, Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-27	Common Stock	M	5000	$35.12	Acquired	8769	Direct
2011-04-27	Common Stock	S	5000	$57.54	Disposed	3769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-27	Employee Stock Option	$35.12	M	5000	Disposed	2019-02-13	Common Stock (17343)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (8100)	8100	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (17000)	17000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (20000)	20000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (20000)	20000	Direct
Restricted Stock Unit	$0.00		Common Stock (2528)	2528	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (18526)	18526	Direct
Restricted Stock Unit	$0.00		Common Stock (2036)	2036	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (14470)	14470	Direct
Restricted Stock Unit	$0.00		Common Stock (1576)	1576	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of March 31, 2011.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Company's common stock.

F4: Each RSU vests 100% three years from the date of grant.