Thomas M Scalera Form 4 ITT / Thomas M Scalera 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^*

Scalera Thomas M

(Last) (First) (Middle)

C/O ITT INC. 1133 WESTCHESTER AVENUE

(Street)

WHITE PLAINS NY 10604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ITT Inc. [ ITT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2017		F		1,381(1)	D	$41.15	61,216	D
Common Stock	03/07/2017		S		22,000	D	$40.8209(2)	39,216	D
Common Stock	03/07/2017		M		49,928	A	$20.28	89,144	D
Common Stock	03/07/2017		M		29,115	A	$22.8	118,259	D
Common Stock	03/07/2017		M		22,975	A	$26.76	141,234	D
Common Stock	03/07/2017		S		102,018	D	$40.8026(3)	39,216	D
Common Stock								757.5024(4)	I	By 401(k) plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$20.28	03/07/2017		M			49,928	(5)	11/07/2021	Common Stock	49,928	$0.00	0	D
Employee Stock Option (Right to Buy)	$22.8	03/07/2017		M			29,115	(6)	03/08/2022	Common Stock	29,115	$0.00	0	D
Employee Stock Option (Right to Buy)	$26.76	03/07/2017		M			22,975	(7)	03/05/2023	Common Stock	22,975	$0.00	0	D

Explanation of Responses:

1. Reflects the withholding of 1,381 shares of common stock to pay the tax liability incident to the vesting on March 4, 2017 of restricted stock units granted under the ITT 2011 Omnibus Incentive Plan on March 4, 2014. The number of shares withheld was determined on March 7, 2017 based on the average of the high/low trading price of the common stock of ITT Inc. (the "Issuer") on March 6, 2017.

2. This price represents the approximate weighted average price per share of sales of common stock of the Issuer, which were executed at prices ranging from $40.71 to $40.94 per share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.

3. This represents the sale of shares underlying the options the exercise of which is reported on this form. This price represents the approximate weighted average price per share of sales of common stock of the Issuer, which were executed at prices ranging from $40.56 to $40.99 per share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.

4. As of March 7, 2017.

5. These options were granted on November 7, 2011 and vested in three equal annual installments beginning on the first anniversary of the grant date.

6. These options were granted on March 8, 2012 and vested in full on March 8, 2015.

7. These options were granted on March 5, 2013 and vested in full on March 5, 2016.

Remarks:

	/s/ Lori B. Marino, Secretary of ITT Inc., by Power of Attorney for Thomas M. Scalera	03/09/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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