ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-02-11

Reporting Person: GARDNER TIMOTHY J (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option	$55.81	A	40519	Acquired	2021-02-11	Common Stock (40519)	Direct
2011-02-11	Performance Restricted Stock Unit	$0.00	A	5375	Acquired		Common Stock (5375)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6705	Direct
Common Stock	2281	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (4000)	4000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (22000)	22000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (25000)	25000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (16260)	16260	Direct
Restricted Stock Unit	$0.00		Common Stock (3160)	3160	Direct
Qualifying Restricted Stock Unit	$0.00		Common Stock (2679)	2679	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (48662)	48662	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (5347)	5347	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 11, 2011.

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

F3: Each restricted stock unit (RSU), 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.

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

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