0001127602-16-064941.txt : 20161018 0001127602-16-064941.hdr.sgml : 20161018 20161018171240 ACCESSION NUMBER: 0001127602-16-064941 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161014 FILED AS OF DATE: 20161018 DATE AS OF CHANGE: 20161018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ITC Holdings Corp. CENTRAL INDEX KEY: 0001317630 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 320058047 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 27175 ENERGY WAY CITY: NOVI STATE: MI ZIP: 48377 BUSINESS PHONE: 248-946-3000 MAIL ADDRESS: STREET 1: 27175 ENERGY WAY CITY: NOVI STATE: MI ZIP: 48377 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welch Joseph L CENTRAL INDEX KEY: 0001333105 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32576 FILM NUMBER: 161941406 MAIL ADDRESS: STREET 1: 39500 ORCHARD HILL PLACE STREET 2: SUITE 200 CITY: NOVI STATE: MI ZIP: 48375 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-10-14 0001317630 ITC Holdings Corp. ITC 0001333105 Welch Joseph L 27175 ENERGY WAY NOVI MI 48377 1 1 Chairman, President & CEO Common Stock Without Par Value 2016-10-14 4 D 0 1775894 D 87324 D Common Stock Without Par Value 2016-10-14 4 D 0 87324 45.72 D 0 D Common Stock Without Par Value 2016-10-14 4 A 0 41456.2113 0 A 41456.2113 D Common Stock Without Par Value 2016-10-14 4 D 0 41456.2113 45.72 D 0 D Common Stock Without Par Value 2016-10-14 4 D 0 377700 D 0 I Held by Spouse's Trust Employee Stock Option (Right to Buy) 14.2733 2016-10-14 4 D 0 97152 45.72 D 2017-08-15 Common Stock Without Par Value 97152 0 D Employee Stock Option (Right to Buy) 18.96 2016-10-14 4 D 0 54861 45.72 D 2018-08-13 Common Stock Without Par Value 54861 0 D Employee Stock Option (Right to Buy) 13.79 2016-10-14 4 D 0 46533 45.72 D 2019-05-19 Common Stock Without Par Value 46533 0 D Employee Stock Option (Right to Buy) 17.49 2016-10-14 4 D 0 76632 45.72 D 2020-05-18 Common Stock Without Par Value 76632 0 D Employee Stock Option (Right to Buy) 24.05 2016-10-14 4 D 0 76440 45.72 D 2021-05-25 Common Stock Without Par Value 76440 0 D Employee Stock Option (Right to Buy) 23.5867 2016-10-14 4 D 0 145566 45.72 D 2022-05-22 Common Stock Without Par Value 145566 0 D Employee Stock Option (Right to Buy) 29.31 2016-10-14 4 D 0 112386 45.72 D 2023-05-14 Common Stock Without Par Value 112386 0 D Employee Stock Option (Right to Buy) 36.73 2016-10-14 4 D 0 86956 45.72 D 2024-05-20 Common Stock Without Par Value 86956 0 D Employee Stock Option (Right to Buy) 35.91 2016-10-14 4 D 0 140044 45.72 D 2025-05-19 Common Stock Without Par Value 140044 0 D 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. 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. 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. The options vest in five equal installments on August 15, 2008, 2009, 2010, 2011 and 2012. These stock options become exercisable in five equal annual installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash. The options vest in three equal installments on August 13, 2009, 2010 and 2011. These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. The options vest in three equal installments on May 19, 2010, 2011 and 2012. The options vest in three equal installments on May 18, 2011, 2012 and 2013. 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. These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. 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. Joseph L. Welch 2016-10-18