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^*

Wooten James H Jr

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP General Counsel & Secy

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2011

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	12/08/2011		M⁽¹⁾		13,000	A	$31.125	20,722	D
Common Stock	12/08/2011		F⁽²⁾		8,709	D	$46.46	12,013	D
Common Stock	12/08/2011		F⁽³⁾		1,519	D	$46.46	10,494	D
Common Stock								3,909⁽⁴⁾	I	See Footnote

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	$31.125	12/08/2011		M			13,000	12/14/2002	12/14/2011	Common Stock	13,000	$0.00	0	D
Employee Stock Option	$47.13							12/10/2005	12/10/2014	Common Stock	16,000		16,000	D
Employee Stock Option	$42.08							12/07/2006	02/01/2016	Common Stock	50,000		50,000	D
Employee Stock Option	$51.6							02/09/2008	02/09/2017	Common Stock	60,000		60,000	D
Employee Stock Option	$48.51							02/08/2009⁽⁵⁾	02/08/2018	Common Stock	70,000		70,000	D
Employee Stock Option	$35.12							02/13/2010⁽⁵⁾	02/13/2019	Common Stock	60,703		60,703	D
Qualifying Restricted Stock Unit⁽⁶⁾	$0.00							⁽⁷⁾	⁽⁷⁾	Common Stock	16,324		16,324	D
Employee Stock Option	$43.64							02/12/2011⁽⁵⁾	02/12/2020	Common Stock	64,818		64,818	D
Performance Restricted Stock Unit⁽⁶⁾	$0.00							⁽⁷⁾	⁽⁷⁾	Common Stock	7,122		7,122	D
Employee Stock Option	$55.81							02/11/2012⁽⁵⁾	02/11/2021	Common Stock	48,735		48,735	D
Performance Restricted Stock Unit⁽⁶⁾	$0.00							⁽⁷⁾	⁽⁷⁾	Common Stock	6,465		6,465	D

Explanation of Responses:

1. Reflects the exercise of options under the issuer's Long-Term Incentive Plan.

2. Reflects the withholding by the issuer of shares having a fair market value equal to the exercise price of the option.

3. Reflects the withholding by the issuer of shares having a fair market value equal to the withholding taxes payable by the undersigned.

4. Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of December 8, 2011.

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

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

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

Remarks:

	/s/James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File	12/12/2011
	** 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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