SEC Filing | ITT Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Procopio A. John

(Last)

(First)

(Middle)

1133 WESTCHESTER AVENUE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2011

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,523⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	03/08/2012	Common Stock	13,333	45.47	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/06/2013	Common Stock	7,587	52.68	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/07/2014	Common Stock	5,895	57.99	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/10/2015	Common Stock	6,920	53.09	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/05/2016	Common Stock	9,925	33.19	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/05/2020	Common Stock	7,135	53.49	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	03/03/2021	Common Stock	6,945	57.68	D

Explanation of Responses:

1. Shares of restricted stock and restricted stock units awarded under the ITT Corporation 2003 Equity Incentive Plan.

2. Options were awarded on 3/8/2005 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable. Number of options and exercise price of options adjusted to reflect 2-for-1 common stock split, effective February 21, 2006, the distribution date.

3. Options were awarded on 3/6/2006 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

4. Options were awarded on 3/7/2007 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

5. Options were awarded on 3/10/2008 under the ITT Corporation 2003 Equity Incentive Plan. These options are fully vested and exercisable.

6. 9,925 options were awarded on 3/5/2009, 6,617 are vested and exercisable and the remainder will vest on the third anniversary of the date of grant. These options were awarded under the ITT Corporation 2003 Equity Incentive Plan.

7. 7,135 options were awarded on 3/5/2010, 2,379 are vested and exercisable and the remainder will vest in 1/3 cumulative installments on the second and third anniversaries of the date of grant. These options were awarded under the ITT Corporation 2003 Equity Incentive Plan.

8. Options awarded on 3/3/2011 under the ITT Corporation 2003 Equity Incentive Plan. Options will become exercisable in one-third cumulative installments on the first, second and third anniversaries of the date of grant.

Remarks:

	/s/Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for A. John Procopio	04/22/2011
	** 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 5 (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.


POWER OF ATTORNEY



	The undersigned does hereby nominate, constitute and appoint Frank R. Jimenez
and Burt M. Fealing, or either of them, his or her 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 his or her 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
his or her 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, 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 for so long
as the undersigned (in his or her individual or other capacity) has any
obligations under Section 16 of the 34 Act with respect to securities of the
Company.

	IN WITNESS WHEREOF, I have hereunto set my hand this 13 day of April, 2011.



	/s/Alfonso John Procopio

/s/Robin D. Cohen
Robin D. Cohen
Notary Public State of New York
No. 01CO6103752
Qualified in Westchester County
Commission Expires January 12, 2012