Statement of Changes in Beneficial Ownership (4)
March 09 2017 - 6:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Ramos Denise L
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2. Issuer Name
and
Ticker or Trading Symbol
ITT Inc.
[
ITT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O ITT INC. 1133 WESTCHESTER AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/7/2017
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(Street)
WHITE PLAINS, NY 10604
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/7/2017
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F
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10371
(1)
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D
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$41.15
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258032
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D
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Common Stock
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3/7/2017
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M
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8428
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A
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$20.28
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266460
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D
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Common Stock
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3/7/2017
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S
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8428
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D
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$41.0027
(2)
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258032
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D
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Common Stock
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3/8/2017
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M
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66572
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A
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$20.28
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324604
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D
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Common Stock
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3/8/2017
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S
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66572
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D
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$41.00
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258032
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$20.28
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3/7/2017
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M
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8428
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(3)
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11/7/2021
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Common Stock
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8428
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$0.00
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141572
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D
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Employee Stock Option (Right to Buy)
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$20.28
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3/8/2017
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M
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66572
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(3)
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11/7/2021
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Common Stock
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66572
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$0.00
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75000
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D
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Explanation of Responses:
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(
1)
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Reflects the withholding of 10,371 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.
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(
2)
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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 $41.00 to $41.03 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.
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(
3)
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These options were granted on November 7, 2011 and vested in three equal annual installments beginning on the first anniversary of the grant date.
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Remarks:
Chief Executive Officer and President
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ramos Denise L
C/O ITT INC. 1133 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
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See Remarks
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Signatures
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/s/ Lori B. Marino, Secretary of ITT Inc., by Power of Attorney for Denise L. Ramos
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3/9/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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