ITT INC. — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Inc. (ITT)
CIK: 0000216228
Period of Report: 2017-03-07

Reporting Person: Scalera Thomas M (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Common Stock	F	1381	$41.15	Disposed	61216	Direct
2017-03-07	Common Stock	S	22000	$40.8209	Disposed	39216	Direct
2017-03-07	Common Stock	M	49928	$20.28	Acquired	89144	Direct
2017-03-07	Common Stock	M	29115	$22.80	Acquired	118259	Direct
2017-03-07	Common Stock	M	22975	$26.76	Acquired	141234	Direct
2017-03-07	Common Stock	S	102018	$40.8026	Disposed	39216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Employee Stock Option (Right to Buy)	$20.28	M	49928	Disposed	2021-11-07	Common Stock (49928)	Direct
2017-03-07	Employee Stock Option (Right to Buy)	$22.80	M	29115	Disposed	2022-03-08	Common Stock (29115)	Direct
2017-03-07	Employee Stock Option (Right to Buy)	$26.76	M	22975	Disposed	2023-03-05	Common Stock (22975)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	757.5024	Indirect

Footnotes

F1: Reflects the withholding of 1,381 shares of common stock to pay the tax liability incident to the vesting on March 4, 2017 of restricted stock units granted under the ITT 2011 Omnibus Incentive Plan on March 4, 2014. The number of shares withheld was determined on March 7, 2017 based on the average of the high/low trading price of the common stock of ITT Inc. (the "Issuer") on March 6, 2017.

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 $40.71 to $40.94 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.

F3: This represents the sale of shares underlying the options the exercise of which is reported on this form. 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 $40.56 to $40.99 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.

F4: As of March 7, 2017.

F5: These options were granted on November 7, 2011 and vested in three equal annual installments beginning on the first anniversary of the grant date.

F6: These options were granted on March 8, 2012 and vested in full on March 8, 2015.

F7: These options were granted on March 5, 2013 and vested in full on March 5, 2016.