ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Feb 21, 2012

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: O'HERLIHY CHRISTOPHER A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	1896	$0.00	Acquired	1896	Direct
2012-02-13	Common Stock	F	597	$55.95	Disposed	1299	Direct
2012-02-13	Common Stock	M	2450	$0.00	Acquired	3749	Direct
2012-02-13	Common Stock	F	830	$55.95	Disposed	2919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Restricted Stock Unit	$0.00	M	1896	Disposed		Common Stock (1896)	Direct
2012-02-13	Qualifying Restricted Stock Unit	$0.00	M	2450	Disposed		Common Stock (2450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1450	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (4000)	4000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (8000)	8000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (12000)	12000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (13007)	13007	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
Employee Stock Option	$55.71	2022-02-10	Common Stock (43554)	43554	Direct
Performance Restricted Stock Unit	$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--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 restricted stock unit (RSU), 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 RSU award became vested and payable on February 13, 2012.

F5: The QRSU award became vested and payable on February 13, 2012.

F6: Each RSU vests 100% three years from the date of grant.

F7: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.