SEC Filing | ITT Inc.

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SEC FORM 4 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^*

MACINNIS FRANK T

(Last)

(First)

(Middle)

C/O ITT CORPORATION

1133 WESTCHESTER AVENUE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITT Corp [ ITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2011		M⁽¹⁾		1,288	A	$0.00	17,650	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/28/2011		M⁽¹⁾			1,288	⁽²⁾	⁽²⁾	Common Stock	1,288	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit represented a contingent right to receive one share of ITT Corporation's common stock. Pursuant to the terms of the restricted stock units, if settlement occurs on or after the date on which ITT Corporation distributes all of the shares of new standalone water-related and defense companies to the holders of ITT Corporation's common stock (the "Spin-Off Date"), settlement may be made, at the discretion of ITTs Board of directors, either in shares of ITT Corporation common stock or in shares of common stock on one or more of the spun-off entities having an equivalent aggregate value (or in any combination thereof). The ITT Corporation Board of Directors has elected to settle each restricted stock unit in one share of common stock of each of ITT Corporation, Exelis Inc. and Xylem Inc.

2. The restricted stock units vest on the earlier of (1) March 15, 2012 and (2) the business day immediately prior to the Spin-off Date.

Remarks:

	/s/ Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for Frank T. MacInnis	10/31/2011
	** 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.

The undersigned does hereby nominate, constitute and appoint Burt M. Fealing and
Thomas F. Korber or any of them, the undersigned's true and lawful attorney and
agent to do any and all acts and things and execute and file any and all
instruments which said attorneys and agents, or any of them, may deem necessary
or advisable to enable the undersigned (in the undersigned's individual capacity
or in any other capacity) to comply with the Securities Exchange Act of 1934
(the "34 Act") and the Securities Act of 1933 (the "33 Act") and any
requirements of the Securities and Exchange Commission (the "SEC") in respect
thereof, in connection with the preparation, execution and/or filing of (i) any
report or statement of beneficial ownership or changes in beneficial ownership
of securities of ITT Corporation, an Indiana corporation (the "Company"), that
the undersigned (in the undersigned's individual capacity or in any other
capacity) may be required to file pursuant to Section 16(a) of the 34 Act,
including any report or statement on Form 3, Form 4 or Form 5, or to any
amendment thereto, (ii) any report or notice required under Rule 144 of the 33
Act, including Form 144, or any amendment thereto, and (iii) any and all other
documents or instruments that may be necessary or desirable in connection with
or in furtherance of any of the foregoing, including Form ID, or any amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required pursuant to Section 16(a) of the 34 Act or any rule or
regulation of the SEC, such power and authority to extend to any form or forms
adopted by the SEC in lieu of or in addition to any of the foregoing and to
include full power and authority to sign the undersigned's name in his or her
individual capacity or otherwise, hereby ratifying and confirming all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

	This authorization shall supersede all prior authorizations to act for the
undersigned with respect to securities of the Company in such matters, which
prior authorizations are hereby revoked, and shall remain in effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys in fact.

	IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of October, 2011.



	/s/ Frank T. MacInnis