ILLINOIS TOOL WORKS INC — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2013-02-21

Reporting Person: GARDNER TIMOTHY J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	M	5420	$35.12	Acquired	19647	Direct
2013-02-21	Common Stock	S	5420	$61.54	Disposed	14227	Direct
2013-02-21	Common Stock	M	12165	$43.64	Acquired	26392	Direct
2013-02-21	Common Stock	S	12165	$61.92	Disposed	14227	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Employee Stock Option	$35.12	M	5420	Disposed	2019-02-13	Common Stock (5420)	Direct
2013-02-21	Employee Stock Option	$43.64	M	12165	Disposed	2020-02-12	Common Stock (12165)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2397	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$47.13	2014-12-10	Common Stock (4000)	4000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (22000)	22000	Direct
Employee Stock Option	$55.81	2021-02-11	Common Stock (40519)	40519	Direct
Performance Restricted Stock Unit (granted 2/11/2011)	$0.00		Common Stock (5375)	5375	Direct
Employee Stock Option	$55.71	2022-02-10	Common Stock (47909)	47909	Direct
Performance Restricted Stock Unit (granted 2/10/2012)	$0.00		Common Stock (5924)	5924	Direct
Employee Stock Option	$63.25	2023-02-15	Common Stock (37301)	37301	Direct
Performance Restricted Stock Unit (granted 02/15/2013)	$0.00		Common Stock (5797)	5797	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $61.84 to $62.02. 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: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 21, 2013.

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.