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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Aug 28, 2012

29921_dirs_2012-08-28_fda4fe29-7c1c-4dc2-bca6-fd96c3f2ed72.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: 2012-08-28

Reporting Person: MCCORMACK ROBERT C (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-08-28 Common Stock J 800000 $0.00 Disposed 2715470 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4297768 Indirect
Common Stock 12785 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (5303) 5303 Direct

Footnotes

F1: Reporting person transferred 800,000 shares to a new family partnership.

F2: Shares held in trusts of which the Reporting Person is a co-trustee and has a pecuniary interest.

F3: Shares held in trusts of which the Reporting Person is a co-trustee and in which a member of his immediate family (adult not living in his household) has a pecuniary interest. The Reporting Person disclaims beneficial ownership of these shares.

F4: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of August 28, 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.