ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-12-10

Reporting Person: O'HERLIHY CHRISTOPHER A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	M	8000	$51.60	Acquired	10919	Direct
2012-12-10	Common Stock	S	8000	$62.17	Disposed	2919	Direct
2012-12-10	Common Stock	M	12000	$48.51	Acquired	14919	Direct
2012-12-10	Common Stock	S	12000	$62.16	Disposed	2919	Direct
2012-12-10	Common Stock	M	4000	$47.13	Acquired	6919	Direct
2012-12-10	Common Stock	S	4000	$62.18	Disposed	2919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Employee Stock Option	$47.13	M	4000	Disposed	2014-12-10	Common Stock (4000)	Direct
2012-12-10	Employee Stock Option	$51.60	M	8000	Disposed	2017-02-09	Common Stock (8000)	Direct
2012-12-10	Employee Stock Option	$48.51	M	12000	Disposed	2018-02-08	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1476	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$35.12	2019-02-13	Common Stock (13007)	13007	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (22941)	22941	Direct
Restricted Stock Unit (granted 2/12/2010)	$0.00		Common Stock (2521)	2521	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (36467)	36467	Direct
Performance Restricted Stock Unit (granted 2/11/2011)	$0.00		Common Stock (4838)	4838	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (43554)	43554	Direct
Performance Restricted Stock Unit (granted 2/10/2012)	$0.00		Common Stock (5385)	5385	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $62.17 to $62.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trades at prices ranging from $62.16 to $62.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of December 10, 2012.

F4: Options vest in four (4) equal annual installments beginning one year from date of grant.

F5: Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F6: Each RSU vests 100% three years from the date of grant.

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