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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * BRADY SHARON M   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 Human Resources (Last) (First) (Middle) ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/21/2012 (Street) GLENVIEW, IL 60026 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 08/21/2012   M   25,000 A $ 43.64 25,000 D   Common Stock 08/21/2012   S   25,000 D $ 59.29 (1) 0 D

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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 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

$ 51.6

02/09/2008

02/09/2017

Common Stock

60,000

60,000

D

Employee Stock Option

$ 48.51

02/08/2009

02/08/2018

Common Stock

70,000

70,000

D

Employee Stock Option

$ 35.12

02/13/2010(2)

02/13/2019

Common Stock

45,527

15,176

D

Employee Stock Option

$ 43.64

08/21/2012

M

25,000

02/12/2011(2)

02/12/2020

Common Stock

25,000

$ 0

39,818

D

Performance Restricted Stock Unit (granted 2/12/2010) (3)

$ 0

(4)

(4)

Common Stock

7,122

7,122

D

Employee Stock Option

$ 55.81

02/11/2012(2)

02/11/2021

Common Stock

48,622

48,622

D

Performance Restricted Stock Unit (granted 2/11/2011) (3)

$ 0

(4)

(4)

Common Stock

6,450

6,450

D

Employee Stock Option

$ 55.71

02/10/2013(2)

02/10/2022

Common Stock

52,265

52,265

D

Performance Restricted Stock Unit (granted 2/10/2012) (3)

$ 0

(4)

(4)

Common Stock

6,462

6,462

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRADY SHARON M ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, IL 60026			SR VP Human Resources

Signatures

Sharon M. Brady by Maria C. Green Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File		08/23/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction was executed in multiple prices ranging from $59.28 to $59.34. 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)	Options vest in four (4) equal annual installments beginning one year from date of grant.
(3)	Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
(4)	Each PRSU vests 100% three years from the date of grant if performance goals are met.

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