SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPEER DAVID B

(Last)

(First)

(Middle)

ILLINOIS TOOL WORKS INC.

3600 WEST LAKE AVENUE

(Street)

GLENVIEW

60026-1215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL AUTOMATION INC [ ROK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2008		G⁽¹⁾	V	1,950	D	$0	9,561	D
Common Stock	12/16/2008		G⁽¹⁾	V	1,950	A	$0	1,950	I	By Spouse
Common Stock	12/17/2008		G⁽¹⁾	V	1,950	D	$0	0	I	By Spouse
Common Stock	12/17/2008		G⁽¹⁾	V	1,950	D	$0	7,611	D⁽²⁾
Common Stock	12/17/2008		G⁽¹⁾	V	3,900	A	$0	3,900	I	By Partnership
Common Stock	12/18/2008		G	V	0⁽³⁾	D	$0	3,900⁽³⁾	I	By Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$22.76	12/16/2008		G⁽⁴⁾	V		4,000	02/05/2004	02/05/2013	Common Stock	4,000	$0	4,000	D
Director Stock Option (right to buy)	$22.76	12/16/2008		G⁽⁴⁾	V	4,000		02/05/2004	02/05/2013	Common Stock	4,000	$0	4,000	I	By Spouse
Director Stock Option (right to buy)	$30.22	12/16/2008		G⁽⁴⁾	V		750	02/04/2005	02/04/2014	Common Stock	750	$0	750	D
Director Stock Option (right to buy)	$30.22	12/16/2008		G⁽⁴⁾	V	750		02/04/2005	02/04/2014	Common Stock	750	$0	750	I	By Spouse
Director Stock Option (right to buy)	$58.54	12/16/2008		G⁽⁴⁾	V		750	02/02/2006	02/02/2015	Common Stock	750	$0	750	D
Director Stock Option (right to buy)	$58.54	12/16/2008		G⁽⁴⁾	V	750		02/02/2006	02/02/2015	Common Stock	750	$0	750	I	By Spouse
Director Stock Option (right to buy)	$65.35	12/16/2008		G⁽⁴⁾	V		500	02/01/2007⁽⁵⁾	02/01/2016	Common Stock	500	$0	1,000	D
Director Stock Option (right to buy)	$65.35	12/16/2008		G⁽⁴⁾	V	500		02/01/2007	02/01/2016	Common Stock	500	$0	500	I	By Spouse
Director Stock Option (right to buy)	$63.17	12/16/2008		G⁽⁴⁾	V		250	02/07/2008⁽⁵⁾	02/07/2017	Common Stock	250	$0	1,250	D
Director Stock Option (right to buy)	$63.17	12/16/2008		G⁽⁴⁾	V	250		02/07/2008	02/07/2017	Common Stock	250	$0	250	I	By Spouse
Director Stock Option (right to buy)	$22.76	12/17/2008		G⁽⁴⁾	V		4,000	02/05/2004	02/05/2013	Common Stock	4,000	$0	0	D
Director Stock Option (right to buy)	$22.76	12/17/2008		G⁽⁴⁾	V		4,000	02/05/2004	02/05/2013	Common Stock	4,000	$0	0	I	By Spouse
Director Stock Option (right to buy)	$22.76	12/17/2008		G⁽⁴⁾	V	8,000		02/05/2004	02/05/2013	Common Stock	8,000	$0	8,000	I	By Partnership
Director Stock Option (right to buy)	$22.76	12/18/2008		G	V		0⁽⁶⁾	02/05/2004	02/05/2013	Common Stock	0⁽⁶⁾	$0	8,000	I	By Partnership
Director Stock Option (right to buy)	$30.22	12/17/2008		G⁽⁴⁾	V		750	02/04/2005	02/04/2014	Common Stock	750	$0	0	D
Director Stock Option (right to buy)	$30.22	12/17/2008		G⁽⁴⁾	V		750	02/04/2005	02/04/2014	Common Stock	750	$0	0	I	By Spouse
Director Stock Option (right to buy)	$30.22	12/17/2008		G⁽⁴⁾	V	1,500		02/04/2005	02/04/2014	Common Stock	1,500	$0	1,500	I	By Partnership
Director Stock Option (right to buy)	$30.22	12/18/2008		G	V		0⁽⁶⁾	02/04/2005	02/04/2014	Common Stock	0⁽⁶⁾	$0	1,500	I	By Partnership
Director Stock Option (right to buy)	$58.54	12/17/2008		G⁽⁴⁾	V		750	02/02/2006	02/02/2015	Common Stock	750	$0	0	D
Director Stock Option (right to buy)	$58.54	12/17/2008		G⁽⁴⁾	V		750	02/02/2006	02/02/2015	Common Stock	750	$0	0	I	By Spouse
Director Stock Option (right to buy)	$58.54	12/17/2008		G⁽⁴⁾	V	1,500		02/02/2006	02/02/2015	Common Stock	1,500	$0	1,500	I	By Partnership
Director Stock Option (right to buy)	$58.54	12/18/2008		G	V		0⁽⁶⁾	02/02/2006	02/02/2015	Common Stock	0⁽⁶⁾	$0	1,500	I	By Partnership
Director Stock Option (right to buy)	$65.35	12/17/2008		G⁽⁴⁾	V		500	02/01/2007	02/01/2016	Common Stock	500	$0	500	D
Director Stock Option (right to buy)	$65.35	12/17/2008		G⁽⁴⁾	V		500	02/01/2007	02/01/2016	Common Stock	500	$0	0	I	By Spouse
Director Stock Option (right to buy)	$65.35	12/17/2008		G⁽⁴⁾	V	1,000		02/01/2007	02/01/2016	Common Stock	1,000	$0	1,000	I	By Partnership
Director Stock Option (right to buy)	$65.35	12/18/2008		G	V		0⁽⁶⁾	02/01/2007	02/01/2016	Common Stock	0⁽⁶⁾	$0	1,000	I	By Partnership
Director Stock Option (right to buy)	$63.17	12/17/2008		G⁽⁴⁾	V		250	02/07/2008	02/07/2017	Common Stock	250	$0	1,000	D
Director Stock Option (right to buy)	$63.17	12/17/2008		G⁽⁴⁾	V		250	02/07/2008	02/07/2017	Common Stock	250	$0	0	I	By Spouse
Director Stock Option (right to buy)	$63.17	12/17/2008		G⁽⁴⁾	V	500		02/07/2008	02/07/2017	Common Stock	500	$0	500	I	By Partnership
Director Stock Option (right to buy)	$63.17	12/18/2008		G	V		0⁽⁶⁾	02/07/2008	02/07/2017	Common Stock	0⁽⁶⁾	$0	500	I	By Partnership

Explanation of Responses:

1. The reporting person transferred a total of 3,900 shares previously reported as directly owned to Speer Investment Partners, LP, a family limited partnership (FLP), of which 1,950 shares were first transferred to his wife who then transferred the shares to FLP. The reporting person is the sole general partner of FLP and he and his wife were then the sole limited partners.

2. 6,421 shares are held by the Company to implement restrictions on transfer unless and until certain conditions are met.

3. Represents separate gifts of limited partnership interests in FLP by the reporting person and his wife to trusts for the benefit of their children. The reporting person disclaims beneficial ownership of Company common stock held by FLP except to the extent of his pecuniary interest therein.

4. The reporting person transferred a total of 12,500 options previously reported as directly owned to Speer Investment Partners, LP, a family limited partnership (FLP), of which 6,250 options were first transferred to his wife who then transferred the options to FLP. The reporting person is the sole general partner of FLP and he and his wife were then the sole limited partners.

5. Options vest in three equal annual installments beginning on date exercisable.

6. Represents separate gifts of limited partnership interests in FLP by the reporting person and his wife to trusts for the benefit of their children. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

	/s/ Karen A. Balistreri, Attorney-in-Fact for David B. Speer	12/30/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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