ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-04-26

Reporting Person: Kropp Ronald D (Sr VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Stock	M	29933	$51.60	Acquired	39979	Direct
2012-04-26	Common Stock	S	29933	$57.48	Disposed	10046	Direct
2012-04-26	Common Stock	M	10000	$47.13	Acquired	20046	Direct
2012-04-26	Common Stock	S	2800	$57.54	Disposed	17246	Direct
2012-04-26	Common Stock	M	30000	$42.08	Acquired	47246	Direct
2012-04-26	Common Stock	S	30000	$57.19	Disposed	17246	Direct
2012-04-27	Common Stock	S	7200	$57.93	Disposed	10046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-26	Employee Stock Option	$47.13	M	10000	Disposed	2014-12-10	Common Stock (10000)	Direct
2012-04-26	Employee Stock Option	$42.08	M	30000	Disposed	2016-02-01	Common Stock (30000)	Direct
2012-04-26	Employee Stock Option	$51.60	M	29933	Disposed	2017-02-09	Common Stock (29933)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000)	70000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (60703)	60703	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818)	64818	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (7122)	7122	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (90802)	90802	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (12046)	12046	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (12116)	12116	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (97997)	97997	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.300 to $57.595. 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: This transaction was executed in multiple trades at prices ranging from $57.540 to $57.552. 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: This transaction was executed in multiple trades at prices ranging from $57.140 to $57.320. 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.

F4: This transaction was executed in multiple trades at prices ranging from $57.916 to $57.970. 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.

F5: Options vest in four (4) equal annual installments beginning one year from date of grant.

F6: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock and vests 100% three years from the date of grant if performance goals are met.