ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-03-01

Reporting Person: GRIFFITH JAMES W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	P	2000	$55.57	Acquired	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Phantom Stock Units	$	A	1000	Acquired		Common Stock (1000)	Direct

Footnotes

F1: Represents units of phantom stock as of March 1, 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.