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

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2009

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								10,960⁽¹⁾	D
Common Stock	06/16/2009		M		60,000	A	$32.75	120,000	I	By partnership⁽²⁾
Common Stock	06/16/2009		S		53,000	D	$36.783⁽³⁾	67,000	I	By partnership⁽²⁾
Common Stock								1,885	I	See footnote⁽⁴⁾

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)
Employee Stock Option	$32.75	06/16/2009		M			60,000	12/17/2000	12/17/2009	Common Stock	60,000	$0.00	0	I	By partnership⁽⁵⁾
Employee Stock Option	$27.9375							12/15/2001	12/15/2010	Common Stock	150,000		150,000	I	By partnership⁽⁵⁾
Employee Stock Option	$31.125							12/14/2002	12/14/2011	Common Stock	120,000		120,000	I	By partnership⁽⁵⁾
Employee Stock Option	$47.13							12/10/2005	12/10/2014	Common Stock	187,500		75,000	D
Employee Stock Option	$47.13							12/10/2005	12/10/2014	Common Stock	225,000		225,000	I	By partnership⁽⁵⁾
Employee Stock Option	$42.08							12/07/2006⁽⁶⁾	02/01/2016	Common Stock	300,000		200,000	D
Employee Stock Option	$42.08							12/07/2006⁽⁶⁾	02/01/2016	Common Stock	200,000		200,000	I	By partnership⁽⁵⁾
Employee Stock Option	$51.6							02/09/2008⁽⁷⁾	02/09/2017	Common Stock	350,000		300,000	D
Employee Stock Option	$51.6							02/09/2008⁽⁷⁾	02/09/2017	Common Stock	100,000		100,000	I	By partnership⁽⁵⁾
Employee Stock Option	$48.51							02/08/2009⁽⁷⁾	02/08/2018	Common Stock	500,000		500,000	D
Employee Stock Option	$35.12							02/13/2010⁽⁷⁾	02/13/2019	Common Stock	433,593		433,593	D
Qualifying Restricted Stock Unit⁽⁸⁾	$0.00							⁽⁹⁾	⁽⁹⁾	Common Stock	94,533		94,533	D

Explanation of Responses:

1. This number was increased by 1,618 shares to reflect shares acquired under dividend reinvestment plans.

2. Shares are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of shares held by FLP except to the extent of his pecuniary interest therein.

3. This transaction was executed in multiple trades at prices ranging from $36.65 to $36.92. 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.

4. Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of March 31, 2009.

5. Options are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

6. Options vest in four (4) equal annual installments beginning in each December following the grant date.

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

8. Each qualifying restricted stock unit (QRSU) represents a contingent right to receive one share of the Company's common stock.

9. Each QRSU vests 100% three years from the date of grant if performance goals are met.

Remarks:

	David B. Speer by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File	06/18/2009
	** 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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