ILLINOIS TOOL WORKS INC — Director's Dealing 2012

May 8, 2012

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: GRIFFITH JAMES W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	Common Stock	A	1860	$56.43	Acquired	3860	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1006)	1006	Direct

Footnotes

F1: Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan representing stock grant.

F2: Represents units of phantom stock as of May 4, 2012 under the Phantom Stock Plan for non-employee 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 common stock.