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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Oct 29, 2012

29921_dirs_2012-10-29_1c764168-3cbb-4989-a9cf-f7f58d1fc1e3.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: 2012-10-25

Reporting Person: Hartnett John R. (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-10-25 Common Stock M 9500 $35.12 Acquired 12257 Direct
2012-10-25 Common Stock S 9500 $60.42 Disposed 2757 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-10-25 Employee Stock Option $35.12 M 9500 Disposed 2019-02-13 Common Stock (9500) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $47.13 2014-12-10 Common Stock (6000) 6000 Direct
Employee Stock Option $42.08 2016-02-01 Common Stock (6000) 6000 Direct
Employee Stock Optioin $51.60 2017-02-09 Common Stock (8000) 8000 Direct
Employee Stock Option $48.51 2018-02-08 Common Stock (15000) 15000 Direct
Employee Stock Option $43.64 2020-02-12 Common Stock (13889) 13889 Direct
Employee Stock Option $55.81 2021-02-11 Common Stock (11750) 11750 Direct
Employee Stock Option $55.71 2022-02-10 Common Stock (13066) 13066 Direct
Restricted Stock Unit (granted 02/10/2012) $0.00 Common Stock (1526) 1526 Direct
Restricted Stock Unit (granted 02/11/2011) $0.00 Common Stock (1559) 1559 Direct
Restricted Stock Unit (granted 02/10/2012) $0.00 Common Stock (1616) 1616 Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $60.28 to $60.60. 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: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Company's common stock.

F4: Each RSU vests 100% three years from the date of grant.