ILLINOIS TOOL WORKS INC — Director's Dealing 2013

Apr 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-04-25

Reporting Person: HINDMAN CRAIG A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-25	Common Stock	M	55557	$43.64	Acquired	82421	Direct
2013-04-25	Common Stock	S	55557	$65.23	Disposed	26864	Direct
2013-04-26	Common Stock	M	80000	$48.51	Acquired	106864	Direct
2013-04-26	Common Stock	S	80000	$64.91	Disposed	26864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-26	Employee Stock Option	$48.51	M	80000	Disposed	2018-02-08	Common Stock (80000)	Direct
2013-04-25	Employee Stock Option	$43.64	M	55557	Disposed	2020-02-12	Common Stock (55557)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$51.60	2017-02-09	Common Stock (80000)	80000	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (54700)	54700	Direct
Performance Restricted Stock Unit (granted 2/11/2011)	$0.00		Common Stock (7257)	7257	Direct
Performance Restricted Stock Unit (granted 2/10/2012)	$0.00		Common Stock (7270)	7270	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (58798)	58798	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (45778)	45778	Direct
Performance Restricted Stock Unit (granted 02/15/2013)	$0.00		Common Stock (7115)	7115	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $65.13 to $65.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trades at prices ranging from $64.66
to $65.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

F4: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

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