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: SANTI ERNEST SCOTT (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	28770	$0.00	Acquired	42132	Direct
2012-02-13	Common Stock	F	11117	$55.95	Disposed	31015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Qualifying Restricted Stock Unit	$0.00	M	28770	Disposed		Common Stock (28770)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3290	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (60000)	60000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (80000)	80000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (80000)	80000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (138750)	138750	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (148154)	148154	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (16279)	16279	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (101297)	101297	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (13438)	13438	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (108885)	108885	Direct
Performance Restricted Stock Unit (3)	$0.00		Common Stock (13463)	13463	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 13, 2012.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: 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.

F4: The QRSU award became vested and payable on February 13, 2012.

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