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Carlo Ghirardo

Filed: 8 Mar 22, 5:06pm
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ghirardo Carlo

(Last) (First) (Middle)
C/O ITT INC. 1133 WESTCHESTER AVENUE

(Street)
WHITE PLAINS NY 10604

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/04/2022 A 5,425(1) A $0.00 18,381(2) D
Common Stock 03/04/2022 F 2,557(3) D $81.61 15,824(2) D
Common Stock 03/04/2022 F 1,294(4) D $81.61 14,530(2) D
Common Stock 03/04/2022 A 2,005(5) A $0.00 16,535(2) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Acquired upon the settlement of performance units granted on March 4, 2019 under the ITT Inc. 2011 Omnibus Incentive Plan (the "Plan") as a result of the satisfaction of the performance criteria underlying the award.
2. Includes 30 shares under a dividend reinvestment plan.
3. Reflects the withholding of shares of common stock to pay the tax liability incident to the settlement of performance units on March 4, 2022, as described in footnote (1) above. The number of shares withheld was determined on March 4, 2022 based on the average of the high/low price of the issuer's common stock on March 4, 2022.
4. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on March 4, 2022 of restricted stock units granted under the Plan. The number of shares withheld was determined on March 4, 2022 based on the average of the high/low price of the issuer's common stock on March 4, 2022.
5. Reflects an award of restricted stock units, all of which are scheduled to vest on March 4, 2025.
Remarks:
SVP & President, Motion Technologies
/s/ Mary Elizabeth Gustafsson, General Counsel of ITT Inc., by Power of Attorney for Carlo Ghirardo 03/08/2022
** Signature of Reporting Person Date
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.