ITT INC. — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2012-12-20

Reporting Person: Pagano Robert J Jr (SVP & Pres., Indust. Process.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	M	24139	$19.6626	Acquired	89320	Direct
2012-12-20	Common Stock	M	48225	$13.9818	Acquired	137545	Direct
2012-12-20	Common Stock	S	72364	$23.0298	Disposed	65181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Employee Stock Option (Right to Buy)	$19.6626	M	24139	Disposed	2013-03-06	Common Stock (24139)	Direct
2012-12-20	Employee Stock Option (Right to Buy)	$13.9818	M	48225	Disposed	2014-02-02	Common Stock (48225)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3642.032	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $22.99 to $23.04 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.

F2: As of December 20, 2012.

F3: These options are fully vested and exercisable.