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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Aug 7, 2012

29921_dirs_2012-08-07_867842b1-91f7-4946-b6b9-0d81bf83f0af.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: 2012-08-03

Reporting Person: CROWN SUSAN (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-08-03 Common Stock A 314.635 $55.62 Acquired 39447.933 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4000 Indirect
Common Stock 4000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (5302.951) 5302.951 Direct

Footnotes

F1: Includes 5,862.933 shares of deferred stock under the ITW Director's Deferred Fee Plan.

F2: Owned by Reporting Person's spouse.

F3: Owned by trusts of which the Reporting Person's children are beneficiaries.

F4: Represents units of phantom stock held by the Reporting Person as of August 3, 2012 under the Phantom Stock Plan for non-officer directors. 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 reported as of August 3, 2012.