ITT INC. — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Inc. (ITT)
CIK: 0000216228
Period of Report: 2016-11-15

Reporting Person: Chicles Aris C (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	M	32217	$21.5289	Acquired	72117	Direct
2016-11-15	Common Stock	S	32217	$38.3661	Disposed	39900	Direct
2016-11-15	Common Stock	M	24163	$19.965	Acquired	64063	Direct
2016-11-15	Common Stock	S	24163	$38.1575	Disposed	39900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Employee Stock Option (Right to Buy)	$21.5289	M	32217	Disposed	2021-03-03	Common Stock (32217)	Direct
2016-11-15	Employee Stock Option (Right to Buy)	$19.965	M	24163	Disposed	2020-03-05	Common Stock (24163)	Direct

Footnotes

F1: This price represents the approximate weighted average price per share of sales of common stock of ITT Inc. (the "Issuer"), which were executed at prices ranging from $38.31 to $38.41 per share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff (the "Staff"), the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.

F2: 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 $38.10 to $38.27 per share. The reporting person undertakes to provide, upon request by the Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.

F3: These options were granted on March 3, 2011 and are fully vested and exercisable.

F4: These options were granted on March 5, 2010 and are fully vested and exercisable.