ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Feb 14, 2012

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: Brutto Daniel J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	A	1694	$55.71	Disposed	1694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Phantom Stock Units	$	A	1000	Acquired		Common Stock (1000)	Direct

Footnotes

F1: Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan of the issuer for quarterly director fees and annual stock grant

F2: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of February 10, 2012. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on common stock.