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: Kropp Ronald D (Sr VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	16324	$0.00	Acquired	18243	Direct
2012-02-13	Common Stock	F	5183	$55.95	Disposed	13060	Direct
2012-02-17	Common Stock	S	3014	$56.38	Disposed	10046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Qualifying Restricted Stock Unit	$0.00	M	16324	Disposed		Common Stock (16324)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (10000)	10000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (30000)	30000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (60000)	60000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000)	70000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (60703)	60703	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 (90802)	90802	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (12046)	12046	Direct
Performance Restricted Stock Unit	$0.00		Common Stock (12116)	12116	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (97997)	97997	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 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.