Sec Form 4 Filing - DeVries James David @ ADT Inc. - 2020-03-09

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 DeVries James David 2. Issuer Name and Ticker or Trading Symbol ADT Inc. [ ADT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O ADT INC., 1501 YAMATO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (Street) BOCA RATON, FL33431 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 03/09/2020 A 853,889 ( 1 ) A $ 0 2,615,119.5 ( 2 ) D Common Stock 03/09/2020 A 627,124 ( 3 ) A $ 0 3,242,243.5 ( 2 ) 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 Security: 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 Stock Options $ 5.27 03/09/2020 A 1,202,458 ( 4 ) 03/09/2030 Common Stock 1,202,458 $ 0 1,202,458 D Stock Options $ 13.3 ( 5 ) ( 6 ) 01/18/2028 Common Stock 775,706.5 775,706.5 D Stock Options $ 13.3 ( 5 ) 01/18/2021 01/18/2028 Common Stock 288,865 288,865 D Stock Options $ 8.49 ( 5 ) 12/01/2021 09/04/2028 Common Stock 1,000,000 1,000,000 D Stock Options $ 5.48 ( 5 ) ( 7 ) 03/14/2029 Common Stock 1,076,555 1,076,555 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeVries James David C/O ADT INC. 1501 YAMATO ROAD BOCA RATON, FL33431 X President & CEO Signatures /s/ Janet Buttery, attorney-in-fact 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the 2020 annual grant of Restricted Stock Units ("RSUs") which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23. ( 2 )Includes 364,077 RSUs and 735 Dividend Equivalent Units ("DEUs") previously reported in Table II and 50,401 previously unreported DEUs awarded with respect to awards of RSUs and which vest on various dates through March 14, 2022. ( 3 )Reflects a one-time special equity award of RSUs which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23. ( 4 )Reflects a one-time special equity award of stock options which vest in equal increments on 3/9/21, 3/9/22 and 3/9/23. ( 5 )The exercise price of these outstanding options reflects a reduction of $0.70 as a result of a special cash dividend paid by the Company to its stockholders on December 23, 2019. ( 6 )20% of this stock option award became exercisable on 1/18/18, 20% on 5/2/18 and 60% on 7/23/18. ( 7 )These stock options vest in three equal increments on 3/14/20, 3/14/21, 3/14/22.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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