Insider filing report for Changes in Beneficial Ownership
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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 *
Gustafsson Mary Elizabeth
2. Issuer Name and Ticker or Trading Symbol
ITT Inc. [ ITT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O ITT INC. 1133 WESTCHESTER AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2019
(Street)
WHITE PLAINS, NY10604
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 03/04/2019 A 5,145 ( 1 ) A $ 0 34,037.147 ( 2 ) D
Common Stock 03/04/2019 A 13,495 A 47,532.147 ( 2 ) D
Common Stock 03/05/2019 F 5,108 ( 4 ) D $ 58.44 42,424.147 ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gustafsson Mary Elizabeth
C/O ITT INC. 1133 WESTCHESTER AVENUE
WHITE PLAINS, NY10604
See Remarks
Signatures
/s/ Lori B. Marino, Secretary of ITT Inc., by Power of Attorney for Mary Elizabeth Gustafsson 03/06/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects an award of restricted stock units, all of which are scheduled to vest on March 4, 2022.
( 2 )Includes 115.147 shares under a dividend reinvestment plan.
( 3 )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.
( 4 )Reflects the withholding of 5,108 shares of common stock to pay the tax liability incident to the settlement of performance units on March 4, 2019, as described in footnote (3) 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.

Remarks:
SVP, General Counsel and Chief Compliance Officer

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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