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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Dec 11, 2012

29921_dirs_2012-12-11_35ab8cb5-71af-467f-9d5e-a38c9714d629.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: 2012-12-07

Reporting Person: MORRISON ROBERT S (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-07 Common Stock A 817 $61.17 Acquired 77182 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (2452) 2452 Direct

Footnotes

F1: Represents supplemental grant of shares in connection with Mr. Morrison's duties as a non-executive chairman of the board, issued pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan.

F2: Includes 24,596 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of December 7, 2012.

F3: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of December 7, 2012. 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.