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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Feb 21, 2012

29921_dirs_2012-02-21_f6e6c093-18ba-49c5-aaef-23cd07d90985.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-02-13

Reporting Person: GREEN MARIA C (Sr. VP, General Counsel & Secy)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-13 Common Stock M 2844 $0.00 Acquired 2844 Direct
2012-02-13 Common Stock F 949 $55.95 Disposed 1895 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-13 Restricted Stock Unit $0.00 M 2844 Disposed Common Stock (2844) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 335 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $47.13 2014-12-10 Common Stock (13000) 13000 Direct
Employee Stock Option $42.08 2016-02-01 Common Stock (13000) 13000 Direct
Employee Stock Option $51.60 2017-02-09 Common Stock (7500) 7500 Direct
Employee Stock Option $48.51 2018-02-08 Common Stock (7500) 7500 Direct
Restricted Stock Unit $0.00 Common Stock (2289) 2289 Direct
Employee Stock Option $55.81 2021-02-11 Common Stock (10859) 10859 Direct
Restricted Stock Unit $0.00 Common Stock (1183) 1183 Direct
Employee Stock Option $55.71 2022-02-10 Common Stock (43554) 43554 Direct
Performance Restricted Stock Units $0.00 Common Stock (5385) 5385 Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of February 13, 2012.

F2: 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.

F3: The RSU award became vested and payable on February 13, 2012.

F4: Each RSU vests 100% three years from the date of grant.

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

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