SEC Form 4 · accession 0001127602-16-064941

ITC Holdings Corp. · ITC

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

Reporting owner

Joseph L Welch

Officer — Chairman, President & CEO · Director

Period of report

Oct 14, 2016

Accepted (ET)

Oct 18, 2016 · 5:12 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	Nature of ownership
Common Stock Without Par Value^F1	Oct 14, 2016	D	1,775,894	—	D	87,324	D
Common Stock Without Par Value^F2	Oct 14, 2016	D	87,324	$45.72	D	0	D
Common Stock Without Par Value^F3	Oct 14, 2016	A	41,456	$0.00	A	41,456	D
Common Stock Without Par Value^F3	Oct 14, 2016	D	41,456	$45.72	D	0	D
Common Stock Without Par Value^F1	Oct 14, 2016	D	377,700	—	D	0	I	Held by Spouse's Trust

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)^F6,F4,F5	$14.2733	Oct 14, 2016	D	97,152	D	—	Aug 15, 2017	Common Stock Without Par Value	97,152	D
Employee Stock Option (Right to Buy)^F6,F7,F8	$18.96	Oct 14, 2016	D	54,861	D	—	Aug 13, 2018	Common Stock Without Par Value	54,861	D
Employee Stock Option (Right to Buy)^F6,F8,F9	$13.79	Oct 14, 2016	D	46,533	D	—	May 19, 2019	Common Stock Without Par Value	46,533	D
Employee Stock Option (Right to Buy)^F6,F8,F10	$17.49	Oct 14, 2016	D	76,632	D	—	May 18, 2020	Common Stock Without Par Value	76,632	D
Employee Stock Option (Right to Buy)^F6,F8	$24.05	Oct 14, 2016	D	76,440	D	—	May 25, 2021	Common Stock Without Par Value	76,440	D
Employee Stock Option (Right to Buy)^F6,F8	$23.5867	Oct 14, 2016	D	145,566	D	—	May 22, 2022	Common Stock Without Par Value	145,566	D
Employee Stock Option (Right to Buy)^F6,F11	$29.31	Oct 14, 2016	D	112,386	D	—	May 14, 2023	Common Stock Without Par Value	112,386	D
Employee Stock Option (Right to Buy)^F6,F12	$36.73	Oct 14, 2016	D	86,956	D	—	May 20, 2024	Common Stock Without Par Value	86,956	D
Employee Stock Option (Right to Buy)^F6,F13	$35.91	Oct 14, 2016	D	140,044	D	—	May 19, 2025	Common Stock Without Par Value	140,044	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.
F10The options vest in three equal installments on May 18, 2011, 2012 and 2013.
F11These 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.
F12These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
F13These 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.
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.
F4The options vest in five equal installments on August 15, 2008, 2009, 2010, 2011 and 2012.
F5These stock options become exercisable in five equal annual installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
F6Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash.
F7The options vest in three equal installments on August 13, 2009, 2010 and 2011.
F8These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
F9The options vest in three equal installments on May 19, 2010, 2011 and 2012.