SEC Form 4 · accession 0001140361-15-011976

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

Mar 12, 2015

Accepted (ET)

Mar 16, 2015 · 4:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001180079

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Mar 12, 2015	M	56,200	$0.00	A	91,744	D
Common Stock	Mar 12, 2015	F	22,532	$9.71	D	69,212	D
Common Stock^F4	holding	—	—		—	111,408	I	Held by the Scott Lang and Karen-Schroeder Lang Revocable Trust of 2009, dtd December 28, 2009
Common Stock^F5	holding	—	—		—	19,062	I	Held in Trust on Behalf of Reporting Person's Child A
Common Stock^F5	holding	—	—		—	19,062	I	Held in Trust on Behalf of Reporting Person's Child B
Common Stock^F5	holding	—	—		—	19,062	I	Held in Trust on Behalf of Reporting Person's Child C
Common Stock^F5	holding	—	—		—	19,062	I	Held in Trust on Behalf of Reporting Person's Child D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F6,F7	$0.00	Mar 12, 2015	M	56,200	D	—	—	Common Stock	56,200	0	D

Explanation of responses

F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on March 12, 2013, the grant of which was previously reported on a Form 4 by the Reporting Person.
F2Includes shares previously acquired by the Reporting Person under the Issuer's employee stock purchase plan on February 13, 2015.
F3Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
F4Reporting Person is the Co-Trustee.
F5Reporting Person's wife is the trustee and Reporting Person's child is the beneficiary of the trust.
F6Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F750% of the RSUs vested on the one-year anniversary of the date of the Issuer's initial public offering and the remaining 50% vest on the two-year anniversary of the date of the Issuer's initial public offering. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.