ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Jun 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-06-14

Reporting Person: SMITH DAVID BYRON JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-14	Common Stock	S	66667	$54.15	Disposed	2650002	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7714	Direct
Common Stock	102901	Direct
Common Stock	6404842	Indirect
Common Stock	14986	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1069)	1069	Direct

Footnotes

F1: Shares owned directly by reporting person with his spouse.

F2: This transaction was executed in multiple trades at prices ranging from $53.61 to $54.67. 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.

F3: Shares are held by 2009 Smith Family LP of which the reporting person has a partial direct beneficial interest.

F4: Shares held in various trusts of which reporting person has a partial direct beneficial interest.

F5: Shares held in various trusts of which the reporting person has a pecuniary interest and his father is a co-trustee. The reporting person disclaims beneficial ownership of these shares.

F6: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of June 12, 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.