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^*

Baskies Arnold M

(Last)

(First)

(Middle)

C/O ITUS CORPORATION

3150 ALMADEN EXPRESSWAY, SUITE 250

(Street)

SAN JOSE

95118

(City)

(State)

(Zip)

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

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)
09/06/2017

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)

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)
Employee Stock Option (Right to Buy)⁽¹⁾	$0.67	09/06/2017		A		20,000		⁽²⁾	09/06/2027	Common Stock	20,000	$0	20,000	D
Employee Stock Option	$3.13	09/06/2017		D⁽³⁾			6,000	⁽⁴⁾	08/23/2026	Common Stock	6,000	⁽³⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽³⁾		6,000		⁽⁴⁾	08/23/2026	Common Stock	6,000	⁽³⁾	6,000	D
Employee Stock Option	$5.3	09/06/2017		D⁽³⁾			12,000	⁽⁵⁾	01/03/2027	Common Stock	12,000	⁽³⁾	0	D
Employee Stock Option	$0.67	09/06/2017		A⁽³⁾		12,000		⁽⁵⁾	01/03/2027	Common Stock	12,000	⁽³⁾	12,000	D

Explanation of Responses:

1. Right-To-Buy, pursuant to the ITUS Corporation 2010 Share Incentive Plan.

2. The options vest and become exercisable as follows: a) 10,000 shares shall be vested and exercisable upon grant; b) 8,888 shares shall vest and become exercisable in eight (8) consecutive quarterly installments of 1,111 shares each on the last day of each fiscal quarter, beginning November 30, 2018 and continuing through August 31, 2019; and c) the remaining 1,112 shares shall vest and become exercisable on November 30, 2019.

3. These transactions involved an amendment of outstanding stock options for the sole purpose of lowering the exercise price, resulting in the deemed cancellation of the "old" options and the grant of replacement options. All of the other terms of the options remain the same, including without limitation, the number of shares underlying the options, the vesting periods of the options, and the expiration dates of the options.

4. The option was originally granted on August 23, 2016 and vested 50% on September 30, 2016 and 50% on December 31, 2016.

5. The option was originally granted on January 3, 2017 and vests and become exercisable in four (4) equal installments on each March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017.

	/s/ Arnold M. Baskies	09/08/2017
	** 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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