Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
SVP, General Counsel
(Last)
(First)
(Middle)
C/O ITT INC. 1133 WESTCHESTER AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2021
(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 02/26/2021 A 11,248 ( 1 ) A $ 0 57,013 ( 4 ) D
Common Stock 03/01/2021 F 4,351 ( 2 ) D $ 82.89 52,662 ( 4 ) D
Common Stock 03/01/2021 F 3,649 ( 3 ) D $ 82.89 49,013 ( 4 ) 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
SVP, General Counsel
Signatures
/s/ Mary Elizabeth Gustafsson 03/02/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )Includes 298 shares held under a dividend reinvestment plan.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.