Sec Form 4 Filing - Flynn Ryan F. @ ITT Inc. - 2020-02-23

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
Flynn Ryan F.
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)
02/23/2020
(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 02/23/2020 M 3,600 A 6,000 D
Common Stock 02/28/2020 F 1,464 ( 2 ) D $ 67.37 4,536 D
Common Stock 02/26/2020 M 940 A 5,476 D
Common Stock 02/28/2020 F 383 ( 4 ) D $ 62.65 5,093 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
Restricted Stock Units ( 1 ) 02/23/2020 M 3,600 ( 1 ) ( 1 ) Common Stock 3,600 $ 0 0 D
Restricted Stock Units ( 3 ) 02/26/2020 M 940 ( 3 ) ( 3 ) Common Stock 940 $ 0 940 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn Ryan F.
C/O ITT INC.1133 WESTCHESTER AVENUE
WHITE PLAINS, NY10604
See Remarks
Signatures
/s/ Mary Beth Gustafsson, Secretary of ITT Inc., by Power of Attorney for Ryan F. Flynn 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 23, 2017, the reporting person was granted 3,600 restricted stock units, all of which vested on February 23, 2020 on a one-for-one basis.
( 2 )Reflects the withholding of 1,464 shares of common stock to pay the tax liability incident to the vesting on February 23, 2020 of restricted stock units granted, as described in footnote (1) above. The number of shares withheld was determined on February 28, 2020 based on the average of the high/low price of the issuer's common stock on February 24, 2020.
( 3 )On February 26, 2018, the reporting person was granted 2,820 restricted stock units, vesting in three equal annual installments beginning on February 26, 2019 on a one-for-one basis.
( 4 )Reflects the withholding of 383 shares of common stock to pay the tax liability incident to the vesting on February 26, 2020 of restricted stock units granted, as described in footnote (3) above. The number of shares withheld was determined on February 28, 2020 based on the average of the high/low price of the issuer's common stock on February 26, 2020.

Remarks:
SVP and President, Asia Pacific Region

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