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)
02/14/2012

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								11,835	D
Common Stock	02/14/2012		M		44,000	A	$42.08	200,175	I	By partnership⁽¹⁾
Common Stock	02/14/2012		F		37,717	D	$55.65	162,458	I	By partnership⁽¹⁾
Common Stock								2,025	I	See footnote⁽²⁾

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	$47.13							12/10/2005	12/10/2014	Common Stock	75,000		75,000	D
Employee Stock Option	$47.13							12/10/2005	12/10/2014	Common Stock	225,000		225,000	I	By partnership⁽³⁾
Employee Stock Option	$42.08							12/07/2006	02/01/2016	Common Stock	200,000		200,000	D
Employee Stock Option	$42.08	02/14/2012		M			44,000	12/07/2006	02/01/2016	Common Stock	44,000	$0.00	0	I	By partnership⁽³⁾
Employee Stock Option	$55.97	02/14/2012		A		33,270		02/14/2013	02/01/2016	Common Stock	33,270	$0.00	33,270	I	By partnership⁽³⁾
Employee Stock Option	$57.67							04/27/2012⁽³⁾	02/01/2016	Common Stock	114,284		114,284	I	By partnership⁽³⁾
Employee Stock Option	$51.6							02/09/2008	02/09/2017	Common Stock	300,000		300,000	D
Employee Stock Option	$51.6							02/09/2008	02/09/2017	Common Stock	100,000		100,000	I	By partnership⁽³⁾
Employee Stock Option	$48.51							02/08/2009	02/08/2018	Common Stock	500,000		500,000	D
Employee Stock Option	$35.12							02/13/2010⁽⁴⁾	02/13/2019	Common Stock	433,593		433,593	D
Qualifying Restricted Stock Unit⁽⁵⁾	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	94,533		94,533	D
Employee Stock Option	$43.64							02/12/2011⁽⁴⁾	02/12/2020	Common Stock	462,982		462,982	D
Performance Restricted Stock Unit⁽⁵⁾	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	50,871		50,871	D
Employee Stock Option	$55.81							02/11/2012⁽⁴⁾	02/11/2021	Common Stock	324,149		324,149	D
Performance Restricted Stock Unit⁽⁵⁾	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	43,003		43,003	D
Performance Restricted Stock Units⁽⁵⁾	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	48,465		48,465	D
Employee Stock Option	$55.71							02/10/2013⁽⁴⁾	02/10/2022	Common Stock	391,986		391,986	D

Explanation of Responses:

1. 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.

2. Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 14, 2012.

3. 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.

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

5. 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.

6. Each QRSU and PRSU 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	02/16/2012
	** 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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