ITT INC. — Director's Dealing 2013

Nov 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2013-11-14

Reporting Person: Fealing Burt M (SVP, General Counsel and Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-14	Common Stock	M	7970	$19.965	Acquired	34008	Direct
2013-11-14	Common Stock	M	7035	$21.529	Acquired	41043	Direct
2013-11-14	Common Stock	S	15005	$41.106	Disposed	26038	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-14	Employee Stock Option (right to buy)	$19.965	M	7970	Disposed	2020-03-05	Common stock (7970)	Direct
2013-11-14	Employee Stock Option (right to buy)	$21.529	M	7035	Disposed	2021-03-03	Common stock (7035)	Direct

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 $41.05 to $41.26 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: These options are fully vested and exercisable.

F3: Beginning on March 3, 2012, these options began to vest in three equal annual installments.