ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-02-14

Reporting Person: SPEER DAVID B (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	M	44000	$42.08	Acquired	200175	Indirect
2012-02-14	Common Stock	F	37717	$55.65	Disposed	162458	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Employee Stock Option	$42.08	M	44000	Disposed	2016-02-01	Common Stock (44000)	Indirect
2012-02-14	Employee Stock Option	$55.97	A	33270	Acquired	2016-02-01	Common Stock (33270)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11835	Direct
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	$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
Qualifying Restricted Stock Unit	$0.00		Common Stock (94533)	94533	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: 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.

F2: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 14, 2012.

F3: 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.

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.