ITT INC. — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2014-03-04

Reporting Person: Nanda Munish (SVP & Pres., Control Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Common Stock	F	1710	$43.07	Disposed	36968	Direct
2014-03-04	Common Stock	A	2155	$0.00	Acquired	39123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Employee Stock Option (Right to Buy)	$43.52	A	7980	Acquired	2024-03-04	Common Stock (7980)	Direct

Footnotes

F1: Reflects the withholding of shares of Common Stock to pay the tax liability incident to the vesting of shares of restricted stock granted on March 3, 2011 under the ITT Corporation 2003 Equity Incentive Plan. The number of shares withheld was determined on March 4, 2014 based on the average of the high/low of Common Stock on March 3, 2014.

F2: Reflects an award of restricted stock units, which are scheduled to vest on March 4, 2017.