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ILLINOIS TOOL WORKS INC Director's Dealing 2012

Feb 14, 2012

29921_dirs_2012-02-14_2bfbe3de-545b-4072-8398-5dd3043c4503.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: 2012-02-10

Reporting Person: GARDNER TIMOTHY J (Executive Vice President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-10 Employee Stock Option $55.71 A 47909 Acquired 2022-02-10 Common Stock (47909) Direct
2012-02-10 Performance Restricted Stock Unit (3) $0.00 A 5924 Acquired Common Stock (5924) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6705 Direct
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
Employee Stock Option $35.12 2019-02-13 Common Stock (10840) 10840 Direct
Restricted Stock Unit $0.00 Common Stock (3160) 3160 Direct
Qualifying Restricted Stock Unit $0.00 Common Stock (2679) 2679 Direct
Employee Stock Option $43.64 2020-02-12 Common Stock (36497) 36497 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: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 10, 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: Each RSU vests 100% three years from the date of grant.

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