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: SUTHERLAND ALLAN C (Sr VP Taxes & Investments)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option	$55.81	A	48422	Acquired	2021-02-11	Common Stock (48422)	Direct
2011-02-11	Performance Restricted Stock Unit	$0.00	A	6424	Acquired		Common Stock (6424)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35423	Direct
Common Stock	3726	Indirect
Common Stock	500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (70000)	70000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (70000)	70000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (70000)	70000	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 (16110)	16110	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

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: Includes 500 shares held by me as custodian for my minor child under Illinois UGMCA.

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.