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ILLINOIS TOOL WORKS INC Director's Dealing 2012

May 8, 2012

29921_dirs_2012-05-08_45cafd7b-1ff4-417a-b75a-a0ab61743fa4.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: 2012-05-04

Reporting Person: STROBEL PAMELA B (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-04 Common Stock A 1040 $56.43 Acquired 20644 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (1128) 1128 Direct

Footnotes

F1: Shares of common stock acquired pursuant to the 2011 Long Term Incentive Plan representing quarterly director fees and a stock grant.

F2: Includes 14,640 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 4, 2012.

F3: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of May 4, 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.