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: SPEER DAVID B (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option	$55.81	A	324149	Acquired	2021-02-11	Common Stock (324149)	Direct
2011-02-11	Performance Restricted Stock Unit	$0.00	A	43003	Acquired		Common Stock (43003)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11509	Direct
Common Stock	131750	Indirect
Common Stock	1973	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option	$43.64	2020-02-12	Common Stock (462982)	462982	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (50871)	50871	Direct

Footnotes

F1: This number was increased by 231 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: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 11, 2011.

F4: 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.

F5: Options vest in four (4) equal annual installments beginning one year from date of grant.

F6: 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.

F7: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.