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: GARDNER TIMOTHY J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	M	5420	$35.12	Acquired	12125	Direct
2012-02-14	Common Stock	S	5420	$55.72	Disposed	6705	Direct
2012-02-14	Common Stock	M	12166	$43.64	Acquired	18871	Direct
2012-02-14	Common Stock	S	12166	$55.72	Disposed	6705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Employee Stock Option	$35.12	M	5420	Disposed	2019-02-13	Common Stock (5420)	Direct
2012-02-14	Employee Stock Option	$43.64	M	12166	Disposed	2020-02-12	Common Stock (12166)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2341	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 (22000)	22000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (25000)	25000	Direct
Restricted Stock Unit	$0.00		Common Stock (3160)	3160	Direct
Qualifying Restricted Stock Unit	$0.00		Common Stock (2679)	2679	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (5347)	5347	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (40519)	40519	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (5375)	5375	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $55.72 to $55.73. 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 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 vest in four (4) equal annual installments beginning one year from date of grant.

F4: 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.

F5: Each RSU vests 100% three years from the date of grant.

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