Sec Form 4 Filing - SPEER DAVID B @ ILLINOIS TOOL WORKS INC - 2012-08-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPEER DAVID B 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 (Last) (First) (Middle) ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2012 (Street) GLENVIEW, IL60026 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/24/2012 M 68,777 A $ 47.13 231,235 I By partnership ( 1 ) Common Stock 08/24/2012 S( 2 ) 68,777 D $ 60 162,458 I By partnership ( 1 ) Common Stock 08/24/2012 M 75,000 A $ 47.13 86,974 D Common Stock 08/24/2012 S( 2 ) 75,000 D $ 60 11,974 D Common Stock 08/24/2012 M 19,927 A $ 42.08 31,901 ( 3 ) D Common Stock 08/24/2012 S( 2 ) 19,927 D $ 60 11,974 D Common Stock 2,048 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 47.13 08/24/2012 M 75,000 12/10/2005 12/10/2014 Common Stock 75,000 $ 0 0 D Employee Stock Option $ 47.13 08/24/2012 M 68,777 12/10/2005 12/10/2014 Common Stock 68,777 $ 0 0 I By partnership ( 5 ) Employee Stock Option $ 42.08 08/24/2012 M 19,927 12/07/2006 02/01/2016 Common Stock 19,927 $ 0 0 D Employee Stock Option $ 55.97 02/14/2013 02/01/2016 Common Stock 33,270 33,270 I By partnership ( 5 ) Employee Stock Option $ 57.67 04/27/2012 02/01/2016 Common Stock 114,284 114,284 I By partnership ( 5 ) 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 ( 5 ) 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( 6 ) 02/13/2019 Common Stock 433,593 433,593 D Employee Stock Option $ 43.64 02/12/2011( 6 ) 02/12/2020 Common Stock 462,982 462,982 D Performance Restricted Stock Unit (granted 2/12/10) ( 7 ) $ 0 ( 8 ) ( 8 ) Common Stock 50,871 50,871 D Employee Stock Option $ 55.81 02/11/2012( 6 ) 02/11/2021 Common Stock 324,149 324,149 D Performance Restricted Stock Unit (granted 2/11/11) ( 7 ) $ 0 ( 8 ) ( 8 ) Common Stock 43,003 43,003 D Performance Restricted Stock Unit (granted 2/10/12) ( 7 ) $ 0 ( 8 ) ( 8 ) Common Stock 48,465 48,465 D Employee Stock Option $ 55.71 02/10/2013( 6 ) 02/10/2022 Common Stock 391,986 391,986 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPEER DAVID B ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, IL60026 X Chairman & CEO Signatures David B. Speer by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 08/28/2012 Signature of Reporting Person Date

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 )The sales reported in this Form 4 and the Form 4 filed on 8/21/2012 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 21, 2012. ( 3 )This amount includes shares acquired under dividend reinvestment plan. ( 4 )Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of August 24, 2012. ( 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 one year from date of grant. ( 7 )Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock. ( 8 )Each PRSU vests 100% three years from the date of grant if performance goals are met.

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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