FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Blair Linda H
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 & Chief Business Officer
(Last)          (First)          (Middle)

27175 ENERGY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

10/14/2016
(Street)

NOVI, MI 48377
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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    71662   D   (1) 39208   D    
Common Stock Without Par Value   10/14/2016     D    39208   D $45.72   (2) 0   D    
Common Stock Without Par Value   10/14/2016     A    16741.3971   A $0   (3) 16741.3971   D    
Common Stock Without Par Value   10/14/2016     D    16741.3971   D $45.72   (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $14.2733   10/14/2016     D         30210      (5) 8/15/2017   Common Stock Without Par Value   30210   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $24.05   10/14/2016     D         79575      (7) 5/25/2021   Common Stock Without Par Value   79575   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $23.5867   10/14/2016     D         126579      (7) 5/22/2022   Common Stock Without Par Value   126579   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $29.31   10/14/2016     D         106011      (8) 5/14/2023   Common Stock Without Par Value   106011   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $36.73   10/14/2016     D         81934      (9) 5/20/2024   Common Stock Without Par Value   81934   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $35.91   10/14/2016     D         56553      (10) 5/19/2025   Common Stock Without Par Value   56553   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $18.96   10/14/2016     D         56295      (7) 8/13/2018   Common Stock Without Par Value   56295   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $13.79   10/14/2016     D         91680      (7) 5/19/2019   Common Stock Without Par Value   91680   $45.72   (6) 0   D    
Employee Stock Option (Right to Buy)   $17.49   10/14/2016     D         81717      (7) 5/18/2020   Common Stock Without Par Value   81717   $45.72   (6) 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)  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.
( 5)  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.
( 6)  Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash.
( 7)  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.
( 8)  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.
( 9)  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.
( 10)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Blair Linda H
27175 ENERGY WAY
NOVI, MI 48377


EVP & Chief Business Officer

Signatures
Linda H. Blair 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).
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 control number.
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