ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Nov 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-11-02

Reporting Person: MARTEL ROLAND M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-02	Common Stock	M	18000	$47.13	Acquired	31633	Direct
2012-11-02	Common Stock	S	18000	$62.37	Disposed	13633	Direct
2012-11-02	Common Stock	M	18700	$42.08	Acquired	32333	Direct
2012-11-02	Common Stock	S	18700	$62.38	Disposed	13633	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-02	Employee Stock Option	$47.13	M	18000	Acquired	2014-12-10	Common Stock (18000)	Direct
2012-11-02	Employee Stock Option	$42.08	M	18700	Acquired	2016-02-01	Common Stock (18700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8607	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$51.60	2017-02-09	Common Stock (60000)	60000	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
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818)	64818	Direct
Performance Restricted Stock Unit (granted 2/12/2010)	$0.00		Common Stock (7122)	7122	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48622)	48622	Direct
Performance Restricted Stock Unit (granted 2/11/2011)	$0.00		Common Stock (6450)	6450	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265)	52265	Direct
Performance Restricted Stock Unit granted 2/10/2012)	$0.00		Common Stock (6462)	6462	Direct

Footnotes

F1: Includes 228 shares acquired under a dividend reinvestment plan.

F2: This transaction was executed in multiple trades at prices ranging from $62.36 to $62.39. 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: This transaction was executed in multiple trades at prices ranging from $62.35 to $62.38. 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.

F4: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan-Information reported as of November 2, 2012.

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

F6: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

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