SEC Form 4 · accession 0001127602-16-064921

ITC Holdings Corp. · ITC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rejji P Hayes

Officer — EVP & CFO

Period of report

Oct 14, 2016

Accepted (ET)

Oct 18, 2016 · 4:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001317630

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock Without Par Value^F1	Oct 14, 2016	D	2,334	—	D	37,921	D
Common Stock Without Par Value^F2	Oct 14, 2016	D	37,921	$45.72	D	0	D
Common Stock Without Par Value^F3	Oct 14, 2016	A	10,906	$0.00	A	10,906	D
Common Stock Without Par Value	Oct 14, 2016	D	9,614	$0.00	D	1,292	D
Common Stock Without Par Value^F3	Oct 14, 2016	D	1,292	$45.72	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5,F4	$23.58	Oct 14, 2016	D	19,740	D	—	May 22, 2022	Common Stock Without Par Value	19,740	D
Employee Stock Option (Right to Buy)^F5,F4	$29.31	Oct 14, 2016	D	15,990	D	—	May 14, 2023	Common Stock Without Par Value	15,990	D
Employee Stock Option (Right to Buy)^F5,F6	$36.73	Oct 14, 2016	D	12,912	D	—	May 20, 2024	Common Stock Without Par Value	12,912	D
Employee Stock Option (Right to Buy)^F5,F7	$35.91	Oct 14, 2016	D	36,842	D	—	May 19, 2025	Common Stock Without Par Value	36,842	D

Explanation of responses

F1Pursuant 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.
F2Reporting 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.
F3Reporting 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.
F4These 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.
F5Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash.
F6This is a grant of restricted stock with a three year cliff vest provision.
F7These 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.