ILLINOIS TOOL WORKS INC — Director's Dealing 2013

Feb 20, 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: NAGARAJAN SUNDARAM (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Employee Stock Option	$63.25	A	37301	Acquired	2023-02-15	Common Stock (37301)	Direct
2013-02-15	Performance Restricted Stock Unit (granted 2/15/13)	$0.00	A	5797	Acquired		Common Stock (5797)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9123	Direct
Common Stock	2502	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$35.12	2019-02-13	Common Stock (3252)	3252	Direct
Employee Stock Option	$43.64	2020-02-12	Common Stock (11471)	11471	Direct
Employee Stock Option	$57.55	2016-02-01	Common Stock (5276)	5276	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (36467)	36467	Direct
Performance Restricted Stock Unit (granted 02/11/11)	$0.00		Common Stock (4838)	4838	Direct
Performance Restricted Stock Unit (granted 02/10/12)	$0.00		Common Stock (5654)	5654	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (45732)	45732	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan-Information reported as of February 15, 2013.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

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