ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Aug 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-08-17

Reporting Person: MCCORMACK ROBERT C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-17	Common Stock	S	128500	$59.80	Disposed	4297768	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3515470	Indirect
Common Stock	878867	Indirect
Common Stock	12785	Direct

Holdings (Derivative)

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

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $59.73 to $59.96. 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: 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.

F3: Shares held in trusts of which the Reporting Person is a co-trustee and has a pecuniary interest.

F4: Shares held in Family Partnership.

F5: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of August 17, 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.