X0305 4 2012-05-04 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001184023 STROBEL PAMELA B 3600 WEST LAKE AVENUE GLENVIEW IL 60026 1 0 0 0 Common Stock 2012-05-04 4 A 0 1040 56.43 A 20644 D Phantom Stock Units Common Stock 1128 1128 D Shares of common stock acquired pursuant to the 2011 Long Term Incentive Plan representing quarterly director fees and a stock grant. Includes 14,640 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of May 4, 2012. Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of May 4, 2012. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock. Pamela B. Strobel by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 2012-05-08