ILLINOIS TOOL WORKS INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2012-02-13

Reporting Person: MARTINDALE STEVEN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	13992	$0.00	Acquired	13992	Direct
2012-02-13	Common Stock	D	4498	$55.95	Disposed	9494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Qualifying Restricted Stock Unit	$0.00	M	13992	Disposed		Common Stock (13992)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$51.60	2017-02-09	Common Stock (10000)	10000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (15000)	15000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (52031)	52031	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818)	64818	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (7122)	7122	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48622)	48622	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (6450)	6450	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265)	52265	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (6462)	6462	Direct

Footnotes

F1: Options vest in four (4) equal annual installments beginning one year from date of grant.

F2: 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.

F3: The QRSU award became vested and payable on February 13, 2012.

F4: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.