SEC Filing | ITT Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

de Mesa Graziano Cheryl

(Last)

(First)

(Middle)

C/O ITT INC.

100 WASHINGTON BOULEVARD, 6TH FLOOR

(Street)

STAMFORD

06902

(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)
VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	11/01/2023		F		109⁽¹⁾	D	$93.11	3,106	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)

Explanation of Responses:

1. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting on November 1, 2023 of restricted stock units granted under the Plan. The number of shares withheld was determined on November 1, 2023 based on the average of the high/low price of the issuer's common stock on November 1, 2023.

Remarks:

	Tymour Okasha, Assistant Secretary for ITT Inc.; by Power of Attorney for Cheryl de Mesa Graziano	11/03/2023
	** 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.

POWER OF ATTORNEY

	The undersigned does hereby nominate, constitute and appoint Lori B. Marino,
Maurine Lembesis and Tymour Okasha 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 Inc., 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 be effective as of January 2, 2023 and 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 20th day of March, 2023.



/s/ Cheryl de Mesa Graziano
______________________________
Cheryl de Mesa Graziano