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: GREEN MARIA C (Sr. VP, General Counsel & Secy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Employee Stock Option	$55.71	A	43554	Acquired	2022-02-10	Common Stock (43554)	Direct
2012-02-10	Performance Restricted Stock Units	$0.00	A	5385	Acquired		Common Stock (5385)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	335	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (13000)	13000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (13000)	13000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (7500)	7500	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (7500)	7500	Direct
Restricted Stock Unit	$0.00		Common Stock (2844)	2844	Direct
Restricted Stock Unit	$0.00		Common Stock (2289)	2289	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (10859)	10859	Direct
Restricted Stock Unit	$0.00		Common Stock (1183)	1183	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of February 10, 2012.

F2: Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F3: Each RSU vests 100% three years from the date of grant.

F4: Options vest in four (4) equal annual installments beginning one year from the date of grant.

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