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ITT INC. Director's Dealing 2015

May 12, 2015

30448_dirs_2015-05-12_18f443e7-49ff-4631-9c8d-2572e2ccf986.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2015-05-11

Reporting Person: Ramos Denise L (CEO and President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-11 Common Stock M 71590 $19.965 Acquired 223983 Direct
2015-05-11 Common Stock S 71590 $41.2128 Disposed 152393 Direct
2015-05-11 Common Stock G 2500.5 $0.00 Disposed 149892.5 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-11 Employee Stock Option (right to buy) $19.965 M 71590 Disposed 2020-03-05 Common Stock (71590) 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 $41.01 to $41.45 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 shares were a charitable gift to a non-profit entity.

F3: These options are fully vested and exercisable.