0001209191-12-010788.txt : 20120216 0001209191-12-010788.hdr.sgml : 20120216 20120216162128 ACCESSION NUMBER: 0001209191-12-010788 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120214 FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARDNER TIMOTHY J CENTRAL INDEX KEY: 0001466824 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04797 FILM NUMBER: 12619636 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS TOOL WORKS INC CENTRAL INDEX KEY: 0000049826 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 361258310 STATE OF INCORPORATION: DE FISCAL YEAR END: 0213 BUSINESS ADDRESS: STREET 1: 3600 WEST LAKE AVE CITY: GLENVIEW STATE: IL ZIP: 60026-1215 BUSINESS PHONE: 8476574106 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026-1215 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2012-02-14 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001466824 GARDNER TIMOTHY J ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW IL 60026 0 1 0 0 Executive Vice President Common Stock 2012-02-14 4 M 0 5420 35.12 A 12125 D Common Stock 2012-02-14 4 S 0 5420 55.72 D 6705 D Common Stock 2012-02-14 4 M 0 12166 43.64 A 18871 D Common Stock 2012-02-14 4 S 0 12166 55.72 D 6705 D Common Stock 2341 I See Footnote Employee Stock Option 47.13 2005-12-10 2014-12-10 Common Stock 4000 4000 D Employee Stock Option 51.60 2008-02-09 2017-02-09 Common Stock 22000 22000 D Employee Stock Option 48.51 2009-02-08 2018-02-08 Common Stock 25000 25000 D Employee Stock Option 35.12 2012-02-14 4 M 0 5420 0.00 D 2010-02-13 2019-02-13 Common Stock 5420 5420 D Restricted Stock Unit 0.00 Common Stock 3160 3160 D Qualifying Restricted Stock Unit 0.00 Common Stock 2679 2679 D Employee Stock Option 43.64 2012-02-14 4 M 0 12166 0.00 D 2011-02-12 2020-02-12 Common Stock 12166 24331 D Performance Restricted Stock Unit 0.00 Common Stock 5347 5347 D Employee Stock Option 55.81 2012-02-11 2021-02-11 Common Stock 40519 40519 D Performance Restricted Stock Unit 0.00 Common Stock 5375 5375 D This transaction was executed in multiple trades at prices ranging from $55.72 to $55.73. 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. Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 14, 2012. Options vest in four (4) equal annual installments beginning one year from date of grant. Each restricted stock unit (RSU), 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. Each RSU vests 100% three years from the date of grant. Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met. Timothy J. Gardner by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 2012-02-16 EX-24.4_410341 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Maria C. Green, David B. Speer, and Ronald D. Kropp, signing singly, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission ("SEC") and any other person; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect until the date on which the undersigned shall cease to be subject to Section 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February 2012. (s) Timothy J. Gardner Timothy J. Gardner Signed and sworn to before me on this 13th day of February 2012. (s) Judith A. Banach Notary Public