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ILLINOIS TOOL WORKS INC Director's Dealing 2011

Feb 14, 2011

29921_dirs_2011-02-14_56370f74-78a2-4e99-a8a7-b4edcbeb7eb9.zip

Director's Dealing

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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: CROWN SUSAN (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-11 Common Stock A 1477 $55.81 Acquired 35413 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4000 Indirect
Common Stock 4000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (5090.48) 5090.48 Direct

Footnotes

F1: Includes 3,707 shares of deferred stock under the ITW Directors' Deferred Fee Plan.

F2: Owned by the Reporting Person's spouse.

F3: Owned by trusts of which the Reporting Person's children are beneficiaries.

F4: Represents units of phantom stock under the Phantom Stock Plan for non-officer directors as of February 11, 2011. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock reported as of February 11, 2011.