X0306 4 2016-10-14 0001317630 ITC Holdings Corp. ITC 0001390811 Franklin Chris 27175 ENERGY WAY NOVI MI 48377 1 Common Stock Without Par Value 2016-10-14 4 D 0 5806 45.72 D 6549 D Common Stock Without Par Value 2016-10-14 4 D 0 6549 D 0 D 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. 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. /s/ Christopher H. Franklin 2016-10-18