ITT INC. — Director's Dealing 2019

Mar 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Inc. (ITT)
CIK: 0000216228
Period of Report: 2019-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-04	Common Stock	A	6855	$0.00	Acquired	48146	Direct
2019-03-04	Common Stock	A	17993	—	Acquired	66139	Direct
2019-03-05	Common Stock	F	6268	$58.44	Disposed	59871	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	934.7942	Indirect

Footnotes

F1: Reflects an award of restricted stock units, all of which are scheduled to vest on March 4, 2022.

F2: Acquired upon the settlement of performance units granted on February 19, 2016 under the ITT Inc. 2011 Omnibus Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.

F3: Reflects the withholding of 6,268 shares of common stock to pay the tax liability incident to the settlement of performance units on March 4, 2019, as described in footnote (2) above. The number of shares withheld was determined on March 5, 2019 based on the average of the high/low price of the Issuer's common stock on March 4, 2019.

F4: As of March 4, 2019.