SEC Form 4 · accession 0000899243-16-015582
ITT INC. · ITT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denise L Ramos
Officer — CEO and President
Period of report
Mar 5, 2016
Accepted (ET)
Mar 8, 2016 · 7:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000216228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 5, 2016 | A | 90,537 | — | A | 274,622 | D | |
| Common Stock | Mar 7, 2016 | M | 89,643 | $21.5289 | A | 364,265 | D | |
| Common StockF2 | Mar 7, 2016 | S | 89,643 | $37.3474 | D | 274,622 | D | |
| Common StockF3 | Mar 8, 2016 | F | 60,204 | $37.21 | D | 214,418 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $21.5289 | Mar 7, 2016 | M | 89,643 | D | — | Mar 3, 2021 | Common Stock | 89,643 | 0 | D |
Explanation of responses
- F1Acquired upon the settlement of performance units granted on March 5, 2013 under the ITT Corporation 2011 Omnibus Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.
- F2This price represents the approximate weighted average price per share of common stock of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $36.98 to $37.51 per share. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.
- F3Reflects the withholding of (i) 46,690 shares of common stock to pay the tax liability incident to the settlement of performance units on March 5, 2016, as described in footnote (1) above, and (ii) 13,514 shares of common stock to pay the tax liability incident to the vesting on March 5, 2016 of restricted stock units granted under the ITT Corporation 2011 Omnibus Incentive Plan on March 5, 2013. The number of shares withheld was determined on March 8, 2016 based on the average of the high/low price of the Issuer's common stock on March 7, 2016.
- F4These options are fully vested and exercisable.