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: CROWN SUSAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	A	1839	$55.71	Acquired	38430	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4000	Indirect
Common Stock	4000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (5231.54)	5231.54	Direct

Footnotes

F1: Includes 5,199 shares of deferred stock under the ITW Director's Deferred Fee Plan.

F2: Owned by the Reporting Person's spouse.

F3: Owned by trusts of which the Reporting Person's children are beneficiaries.

F4: Represents units of phantom stock under the Phantom Stock Plan for non-officer directors as of February 10, 2012. Each unit is equal in value to one share of common sotck. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock reported as of February 10, 2012