Edgar Filing: Eisenberg Lewis M

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Eisenberg Lewis M

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O GREENBAUM, ROWE, SMITH & DAVIS, LLP, 99 WOOD AVENUE SOUTH P.O. BOX 5600

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2007

(Street)

WOODBRIDGE, NJ 07095

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock, without par value	02/12/2007		S		6,826,287	D	$ 43.75	2,438,247	I	See footnote ⁽¹⁾
Common Stock, without par value	02/12/2007		S		1,323,247	D	$ 43.97	1,115,000	I	See footnote ⁽¹⁾
Common Stock, without par value								9,573	I	See footnote ⁽²⁾
Common Stock, without par value								2,451	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Eisenberg Lewis M C/O GREENBAUM, ROWE, SMITH & DAVIS, LLP 99 WOOD AVENUE SOUTH P.O. BOX 5600 WOODBRIDGE, NJ 07095	X	X

Signatures

/s/ Lewis Eisenberg		02/13/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	International Transmission Holdings Limited Partnership ("ITHLP") owns all of the 8,149,534 shares of common stock of ITC Holdings Corp. ("Common Stock") reported as disposed of in the above table. Mr. Eisenberg is the sole member of Ironhill Transmission, LLC ("Ironhill"), the General Partner of ITHLP, and, therefore, may be deemed to be the beneficial owner of the shares of Common Stock held by ITHLP. On February 12, 2007, ITHLP sold (i) an aggregate of 1,323,247 shares of Common Stock to funds managed by Ecofin Limited at a price of $43.97 per share and (ii) 6,826,287 shares of Common Stock to Credit Suisse Securities (USA) LLC at a price of $43.75 per share.
(2)	Ironhill directly owns 9,573 shares of Common Stock. As the sole member of Ironhill, Mr. Eisenberg may be deemed to be the beneficial owner of the shares of Common Stock held by Ironhill.

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