Sec Form 4 Filing - NAGARAJAN SUNDARAM @ ILLINOIS TOOL WORKS INC - 2012-10-25

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 NAGARAJAN SUNDARAM 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) Executive Vice President (Last) (First) (Middle) ILLINOIS TOOL WORKS INC, 3600 WEST LAKE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2012 (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 10/25/2012 M 10,000 A $ 51.6 17,474 D Common Stock 10/25/2012 S 10,000 D $ 60.51 ( 1 ) 7,474 D Common Stock 10/26/2012 M 10,000 A $ 48.51 17,474 D Common Stock 10/26/2012 S 10,000 D $ 60.03 7,474 D Common Stock 10/26/2012 M 11,470 A $ 43.64 18,944 D Common Stock 10/26/2012 S 11,470 D $ 60.03 7,474 D Common Stock 10/26/2012 M 8,000 A $ 47.13 15,474 D Common Stock 10/26/2012 S 8,000 D $ 60.03 7,474 D Common Stock 10/26/2012 M 795 A $ 42.08 8,269 D Common Stock 10/26/2012 S 795 D $ 60.03 7,474 D Common Stock 2,489 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 (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 10/26/2012 M 8,000 12/10/2005 12/10/2014 Common Stock 8,000 $ 0 0 D Employee Stock Option $ 42.08 10/26/2012 M 795 12/07/2006 02/01/2016 Common Stock 795 $ 0 0 D Employee Stock Option $ 51.6 10/25/2012 M 10,000 02/09/2008 02/09/2017 Common Stock 10,000 $ 0 0 D Employee Stock Option $ 48.51 10/26/2012 M 10,000 02/08/2009 02/08/2018 Common Stock 10,000 $ 0 0 D Employee Stock Option $ 35.12 02/13/2010( 3 ) 02/13/2019 Common Stock 9,755 3,252 D Employee Stock Option $ 43.64 10/26/2012 M 11,470 02/12/2011( 3 ) 02/12/2020 Common Stock 11,470 $ 0 11,471 D Employee Stock Option $ 57.55 04/25/2013 02/01/2016 Common Stock 5,276 5,276 D Restricted Stock Unit (grant ed 02/12/10) ( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 2,521 2,521 D Employee Stock Option $ 55.81 02/11/2012( 3 ) 02/11/2021 Common Stock 36,467 36,467 D Performance Restricted Stock Unit (granted 02/11/11) ( 4 ) $ 0 ( 6 ) ( 6 ) Common Stock 4,838 4,838 D Performance Restricted Stock Unit (granted 02/10/12) ( 4 ) $ 0 ( 6 ) ( 6 ) Common Stock 5,654 5,654 D Employee Stock Option $ 55.71 02/10/2013( 3 ) 02/10/2022 Common Stock 45,732 45,732 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NAGARAJAN SUNDARAM ILLINOIS TOOL WORKS INC 3600 WEST LAKE AVENUE GLENVIEW, IL60026 Executive Vice President Signatures Sundaram Nagarajan by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 10/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $60.510 to $60.541. 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. ( 2 )Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan-Information reported as of October 25, 2012. ( 3 )Options vest in four (4) equal annual installments beginning one year from date of grant. ( 4 )Each restricted stock unit (RSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock. ( 5 )Each RSU vests 100% three years from the date of grant. ( 6 )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).

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