ITT INC. — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Inc. (ITT)
CIK: 0000216228
Period of Report: 2021-02-26

Reporting Person: Gustafsson Mary Elizabeth (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	A	11248	$0.00	Acquired	57013	Direct
2021-03-01	Common Stock	F	4351	$82.89	Disposed	52662	Direct
2021-03-01	Common Stock	F	3649	$82.89	Disposed	49013	Direct

Footnotes

F1: Acquired upon the settlement of performance units granted on February 26, 2018 as a result of the satisfaction of the performance criteria underlying the award.

F2: Reflects the withholding of shares of common stock to pay the tax liability incident to the settlement of performance units on February 26, 2021, as described in footnote (1) above. The number of shares withheld was determined on March 1, 2021 based on the average of the high/low price of the issuer's common stock on February 26, 2021.

F3: Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on February 26, 2021 of restricted stock units granted under the ITT Inc. 2011 Omnibus Incentive Plan. The number of shares withheld was determined on March 1, 2021 based on the average of the high/low price of the issuer's common stock on February 26, 2021.

F4: Includes 298 shares held under a dividend reinvestment plan.