Titterton Lewis H jr Form 4 ITUS / Lewis H Titterton jr ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Titterton Lewis H jr

(Last)

(First)

(Middle)

C/O ITUS CORPORATION

3150 ALMADEN EXPRESSWAY, SUITE 250

(Street)

SAN JOSE

95118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITUS Corp [ ITUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2017

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			30,000	⁽²⁾	09/19/2022	Common Stock	30,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		30,000		⁽²⁾	09/19/2022	Common Stock	30,000	⁽¹⁾	30,000	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			40,000	⁽³⁾	02/15/2023	Common Stock	40,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		40,000		⁽³⁾	02/15/2023	Common Stock	40,000	⁽¹⁾	40,000	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			16,000	⁽⁴⁾	12/31/2022	Common Stock	16,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		16,000		⁽⁴⁾	12/31/2022	Common Stock	16,000	⁽¹⁾	16,000	D
Employee Stock Option	$0.82	09/06/2017		D⁽¹⁾			6,000	⁽⁵⁾	07/17/2027	Common Stock	6,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		6,000		⁽⁵⁾	07/17/2027	Common Stock	6,000	⁽¹⁾	6,000	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			2,400	⁽⁶⁾	11/30/2017	Common Stock	2,400	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		2,400		⁽⁶⁾	11/30/2017	Common Stock	2,400	⁽¹⁾	2,400	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			120,000	⁽⁷⁾	11/08/2023	Common Stock	120,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		120,000		⁽⁷⁾	11/08/2023	Common Stock	120,000	⁽¹⁾	120,000	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			16,000	⁽⁸⁾	12/31/2023	Common Stock	16,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		16,000		⁽⁸⁾	12/31/2023	Common Stock	16,000	⁽¹⁾	16,000	D
Employee Stock Option	$2.575	09/06/2017		D⁽¹⁾			16,000	⁽⁹⁾	01/02/2025	Common Stock	16,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		16,000		⁽⁹⁾	01/02/2025	Common Stock	16,000	⁽¹⁾	16,000	D
Employee Stock Option	$2.92	09/06/2017		D⁽¹⁾			16,000	⁽¹⁰⁾	01/14/2026	Common Stock	16,000	⁽¹⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽¹⁾		16,000		⁽¹⁰⁾	01/14/2026	Common Stock	16,000	⁽¹⁾	16,000	D

Explanation of Responses:

1. These transactions involved an amendment of outstanding stock options for the sole purpose of lowering the exercise price, resulting in the deemed cancellation of the "old" options and the grant of replacement options. All of the other terms of the options remain the same, including without limitation, the number of shares underlying the options, the vesting periods of the options, and the expiration dates of the options.

2. The option was originally granted on September 19, 2012 and vested as follows: one third immediately and two thirds annually beginning on September 19, 2013.

3. The option was originally granted on February 15, 2013 and vested as follows: one third immediately and two thirds annually beginning on February 15, 2014.

4. The option was originally granted on March 28 2013 and vested in in four (4) equal installments on each March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013.

5. The option was originally granted on July 17, 2017 and vests and become exercisable in two equal installments on each September 30, 2017 and December 31, 2017.

6. The option was originally granted on November 30, 2012 and vested immediately.

7. The option was originally granted on November 8, 2013 and vested in 36 consecutive monthly installments beginning on December 31, 2013.

8. The option was originally granted on January 2, 2014 and vested in four (4) equal installments on each of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014.

9. The option was originally granted on January 2, 2015 and vested in four (4) equal installments on each of March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015.

10. The option was originally granted on February 18, 2016 and vested in four (4) equal installments on each of March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016.

	/s/ Lewis H. Titterton, Jr.	09/08/2017
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Titterton Lewis H jr Form 4ITUS / Lewis H Titterton jr ownership change