ILLINOIS TOOL WORKS INC — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-02-12

Reporting Person: Hartnett John R. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-12	Common Stock	M	1526	$0.00	Acquired	4283	Direct
2013-02-12	Common Stock	F	560	$63.02	Disposed	3723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	Restricted Stock Unit (granted 02/10/2012)	$0.00	M	1526	Disposed		Common Stock (1526)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (6000)	6000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (6000)	6000	Direct
Employee Stock Optioin	$51.60	2017-02-09	Common Stock (8000)	8000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (15000)	15000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (3507)	3507	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (13889)	13889	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (11750)	11750	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (13066)	13066	Direct
Restricted Stock Unit (granted 02/11/2011)	$0.00		Common Stock (1559)	1559	Direct
Restricted Stock Unit (granted 02/10/2012)	$0.00		Common Stock (1616)	1616	Direct

Footnotes

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

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

F3: The RSU award became vested and payable on February 12, 2013.

F4: Each RSU vests 100% three years from the date of grant.