ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-02-22

Reporting Person: HINDMAN CRAIG A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	S	10000	$56.34	Disposed	21386	Direct
2012-02-22	Common Stock	M	70000	$42.08	Acquired	91386	Direct
2012-02-22	Common Stock	S	70000	$56.34	Disposed	21386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Employee Stock Option	$42.08	M	70000	Disposed	2016-02-01	Common Stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2735	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (60000)	60000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (80000)	80000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (80000)	80000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (69375)	69375	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (74077)	74077	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (8139)	8139	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (54700)	54700	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (7257)	7257	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (7270)	7270	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (58798)	58798	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $56.13
to $56.53. 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 $56.13
to $56.57. 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: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 22, 2012.

F4: Options vest in four (4) equal annual installments beginning one year from date of grant.

F5: Each qualifying restricted stock unit (QRSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

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