ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Aug 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-08-24

Reporting Person: SPEER DAVID B (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-24	Common Stock	M	68777	$47.13	Acquired	231235	Indirect
2012-08-24	Common Stock	S	68777	$60.00	Disposed	162458	Indirect
2012-08-24	Common Stock	M	75000	$47.13	Acquired	86974	Direct
2012-08-24	Common Stock	S	75000	$60.00	Disposed	11974	Direct
2012-08-24	Common Stock	M	19927	$42.08	Acquired	31901	Direct
2012-08-24	Common Stock	S	19927	$60.00	Disposed	11974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-24	Employee Stock Option	$47.13	M	75000	Disposed	2014-12-10	Common Stock (75000)	Direct
2012-08-24	Employee Stock Option	$47.13	M	68777	Disposed	2014-12-10	Common Stock (68777)	Indirect
2012-08-24	Employee Stock Option	$42.08	M	19927	Disposed	2016-02-01	Common Stock (19927)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2048	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.97	2016-02-01	Common Stock (33270)	33270	Indirect
Employee Stock Option	$57.67	2016-02-01	Common Stock (114284)	114284	Indirect
Employee Stock Option	$51.60	2017-02-09	Common Stock (300000)	300000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (100000)	100000	Indirect
Employee Stock Option	$48.51	2018-02-08	Common Stock (500000)	500000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (433593)	433593	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (462982)	462982	Direct
Performance Restricted Stock Unit (granted 2/12/10)	$0.00		Common Stock (50871)	50871	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (324149)	324149	Direct
Performance Restricted Stock Unit (granted 2/11/11)	$0.00		Common Stock (43003)	43003	Direct
Performance Restricted Stock Unit (granted 2/10/12)	$0.00		Common Stock (48465)	48465	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (391986)	391986	Direct

Footnotes

F1: Shares are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of shares held by FLP except to the extent of his pecuniary interest therein.

F2: The sales reported in this Form 4 and the Form 4 filed on 8/21/2012 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 21, 2012.

F3: This amount includes shares acquired under dividend reinvestment plan.

F4: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of August 24, 2012.

F5: Options are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

F6: Options vest in four (4) equal annual installments beginning one year from date of grant.

F7: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F8: Each PRSU vests 100% three years from the date of grant if performance goals are met.