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: SPEER DAVID B (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	94533	$0.00	Acquired	106368	Direct
2012-02-13	Common Stock	F	39185	$55.95	Disposed	67183	Direct
2012-02-17	Common Stock	S	55348	$56.31	Disposed	11835	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Qualifying Restricted Stock Unit	$0.00	M	94533	Disposed		Common Stock (94533)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	162458	Indirect
Common Stock	2025	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (75000)	75000	Direct
Employee Stock Option	$47.13	2014-12-10	Common Stock (225000)	225000	Indirect
Employee Stock Option	$42.08	2016-02-01	Common Stock (200000)	200000	Direct
Employee Stock Option	$55.97	2016-02-01	Common Stock (33270)	33270	Indirect
Employee Stock Option	$57.67	2016-02-01	Common Stock (114284)	114284	Indirect
Employee Stock Option	$51.60	2017-02-09	Common Stock (300000)	300000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (100000)	100000	Indirect
Employee Stock Option	$48.51	2018-02-08	Common Stock (500000)	500000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (433593)	433593	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (462982)	462982	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (50871)	50871	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (324149)	324149	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (43003)	43003	Direct
Performance Restricted Stock Units	$0.00		Common Stock (48465)	48465	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (391986)	391986	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $56.25 to $56.48. 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: Shares are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of shares held by FLP except to the extent of his pecuniary interest therein.

F3: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 17, 2012.

F4: Options are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

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

F6: 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.

F7: The QRSU award became vested and payable on February 13, 2012.

F8: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.