Sec Form 4 Filing - Blair Linda H @ ITC Holdings Corp. - 2016-10-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Blair Linda H 2. Issuer Name and Ticker or Trading Symbol ITC Holdings Corp. [ ITC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Business Officer (Last) (First) (Middle) 27175 ENERGY WAY 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2016 (Street) NOVI, MI48377 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock Without Par Value 10/14/2016 D 71,662 D 39,208 D Common Stock Without Par Value 10/14/2016 D 39,208 D $ 45.72 ( 2 ) 0 D Common Stock Without Par Value 10/14/2016 A 16,741.3971 A $ 0 ( 3 ) 16,741.3971 D Common Stock Without Par Value 10/14/2016 D 16,741.3971 D $ 45.72 ( 4 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative S ecurity: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 14.2733 10/14/2016 D 30,210 ( 5 ) 08/15/2017 Common Stock Without Par Value 30,210 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 24.05 10/14/2016 D 79,575 ( 7 ) 05/25/2021 Common Stock Without Par Value 79,575 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 23.5867 10/14/2016 D 126,579 ( 7 ) 05/22/2022 Common Stock Without Par Value 126,579 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 29.31 10/14/2016 D 106,011 ( 8 ) 05/14/2023 Common Stock Without Par Value 106,011 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 36.73 10/14/2016 D 81,934 ( 9 ) 05/20/2024 Common Stock Without Par Value 81,934 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 35.91 10/14/2016 D 56,553 ( 10 ) 05/19/2025 Common Stock Without Par Value 56,553 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 18.96 10/14/2016 D 56,295 ( 7 ) 08/13/2018 Common Stock Without Par Value 56,295 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 13.79 10/14/2016 D 91,680 ( 7 ) 05/19/2019 Common Stock Without Par Value 91,680 $ 45.72 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 17.49 10/14/2016 D 81,717 ( 7 ) 05/18/2020 Common Stock Without Par Value 81,717 $ 45.72 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blair Linda H 27175 ENERGY WAY NOVI, MI48377 EVP & Chief Business Officer Signatures Linda H. Blair 10/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp., dated as of February 9, 2016 (the "Merger Agreement"), at the effective time of the merger (the "Effective Time), each outstanding share converted into the right to receive US$22.57 plus .7520 of a share of Fortis Inc. stock, which fractional share had a market value of US$29.84 at the Effective Time. ( 2 )Reporting Person held unvested restricted shares granted in 2014, 2015 and 2016 with time-based performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash. ( 3 )Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash. ( 4 )Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash. ( 5 )These stock options become exercisable in five equal annual installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. ( 6 )Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash. ( 7 )These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. ( 8 )These stock options were granted on May 20, 2014 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. ( 9 )These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. ( 10 )These stock options were granted on May 19, 2015 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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