ILLINOIS TOOL WORKS INC - Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-02-15

Reporting Person: VALLS JUAN (Executive Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	M	7122	$0.00	Acquired	14540	Direct
2013-02-15	Common Stock	F	3769	$63.02	Disposed	10771	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Performance Restricted Stock Unit (granted 2/12/2010)	$0.00	M	7122	Disposed		Common Stock (7122)	Direct
2013-02-15	Performance Restricted Stock Unit (granted 2/15/2013)	$0.00	A	6324	Acquired		Common Stock (6324)	Direct
2013-02-15	Employee Stock Option	$63.25	A	40692	Acquired	2023-02-15	Common Stock (40692)	Direct

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$51.60	2017-02-09	Common Stock (20000)	20000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (60000)	60000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (45703)	45703	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (64818)	64818	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (48622)	48622	Direct
Performance Restricted Stock Unit (granted 2/11/2011)	$0.00		Common Stock (6450)	6450	Direct
Performance Restricted Unit (granted 2/10/2012)	$0.00		Common Stock (6462)	6462	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (52265)	52265	Direct

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

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

F3: The PRSU award became payable on February 15, 2013.

F4: Each PRSU vests 100% three years from the date of grant if performance goals are met.