SEC Form 4 · accession 0001140361-15-005146
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Lang
Officer — Chairman, President & CEO · Director
Period of report
Feb 10, 2015
Accepted (ET)
Feb 10, 2015 · 4:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001180079
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F2,F3 | $0.00 | Feb 10, 2015 | A | 250,000 | A | — | — | Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F2The PSUs shall be eligible to vest as to (i) 150,000 shares if the average trading closing price of the Issuer's Common Stock for 45 consecutive trading days after the grant date and prior to the 3 year anniversary of the grant date (the "Average Price Threshold") is equal to or greater than $20.00 per share, (ii) an additional 50,000 shares if the Average Price Threshold is equal to or greater than $25.00 per share, and (iii) an additional 50,000 shares if the Average Price Threshold is equal to or greater than $30.00 per share.
- F3The PSUs that become eligible to vest according to the conditions described in note (2) shall vest as to 1/3rd of the total number of such shares on the one-year anniversary of the grant date and as to an additional 1/12th of such shares in equal quarterly installments thereafter. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.