ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Apr 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-04-25

Reporting Person: NAGARAJAN SUNDARAM (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-25	Common Stock	M	9755	$35.12	Acquired	13315	Direct
2012-04-25	Common Stock	S	7164	$57.46	Disposed	6151	Direct
2012-04-25	Common Stock	M	7205	$42.08	Acquired	13356	Direct
2012-04-25	Common Stock	F	5882	$57.46	Disposed	7474	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-25	Employee Stock Option	$42.08	M	7205	Disposed	2016-02-01	Common Stock (7205)	Direct
2012-04-25	Employee Stock Option	$35.12	M	9755	Disposed	2019-02-13	Common Stock (9755)	Direct
2012-04-25	Employee Stock Option	$57.55	A	5276	Acquired	2016-02-01	Common Stock (5276)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2441	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (8000)	8000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (10000)	10000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (10000)	10000	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (22941)	22941	Direct
Restricted Stock Unit	$0.00		Common Stock (2521)	2521	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (36467)	36467	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (4838)	4838	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (5654)	5654	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (45732)	45732	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.461 to $57.472. 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: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan-Information reported as of April 25, 2012.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

F4: Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F5: Each RSU vests 100% three years from the date of grant.

F6: Each PRSU vests 100% three years from the date of grant if performance goals are met.