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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Feb 21, 2012

29921_dirs_2012-02-21_ef3b2210-43d4-404b-abb4-4696a800aae5.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: BRADY SHARON M (SR VP Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-13 Common Stock M 15683 $0.00 Acquired 15683 Direct
2012-02-13 Common Stock F 4986 $55.95 Disposed 10697 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-13 Qualifying Restricted Stock Unit $0.00 M 15683 Disposed Common Stock (15683) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3030 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option $51.60 2017-02-09 Common Stock (60000) 60000 Direct
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 Commom Stock (48622) 48622 Direct
Performance Restricted Stock Unit $0.00 Common Stock (6450) 6450 Direct
Employee Stock Option $55.71 2022-02-10 Common Stock (52265) 52265 Direct
Performance Restricted Stock Unit $0.00 Common Stock (6462) 6462 Direct

Footnotes

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

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: 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.

F4: The QRSU award became vested and payable on February 13, 2012.

F5: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.