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* Hayes Rejji P (Last) (First) (Middle) 27175 ENERGY WAY (Street) NOVI MI 48377 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ITC Holdings Corp. [ ITC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 10/14/2016
	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 Without Par Value	10/14/2016		D		2,334	D	(1)	37,921	D
Common Stock Without Par Value	10/14/2016		D		37,921	D	$45.72(2)	0	D
Common Stock Without Par Value	10/14/2016		A		10,905.6883	A	$0(3)	10,905.6883	D
Common Stock Without Par Value	10/14/2016		D		9,613.9258	D	$0	1,291.7625	D
Common Stock Without Par Value	10/14/2016		D		1,291.7625	D	$45.72(3)	0	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
Employee Stock Option (Right to Buy)	$23.58	10/14/2016		D			19,740	(4)	05/22/2022	Common Stock Without Par Value	19,740	$45.72(5)	0	D
Employee Stock Option (Right to Buy)	$29.31	10/14/2016		D			15,990	(4)	05/14/2023	Common Stock Without Par Value	15,990	$45.72(5)	0	D
Employee Stock Option (Right to Buy)	$36.73	10/14/2016		D			12,912	(6)	05/20/2024	Common Stock Without Par Value	12,912	$45.72(5)	0	D
Employee Stock Option (Right to Buy)	$35.91	10/14/2016		D			36,842	(7)	05/19/2025	Common Stock Without Par Value	36,842	$45.72(5)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp., dated as of February 9, 2016 (the "Merger Agreement"), at the effective time of the merger (the "Effective Time), each outstanding share converted into the right to receive US$22.57 plus .7520 of a share of Fortis Inc. stock, which fractional share had a market value of US$29.84 at the Effective Time.

2. Reporting Person held unvested restricted shares granted in 2014, 2015 and 2016 with time-based performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash.

3. Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash.

4. These stock options were granted on May 20, 2014 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.

5. Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash.

6. This is a grant of restricted stock with a three year cliff vest provision.

7. These stock options were granted on May 19, 2015 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.

	/s/ Rejji P. Hayes	10/18/2016
	** 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).
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