SEC Form 4 · accession 0001140361-15-011979
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald L. Reeves III
Officer — EVP,Engineering & Managed Svcs
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 StockF2 | Mar 12, 2015 | M | 14,000 | $0.00 | A | 36,678 | D | |
| Common Stock | Mar 12, 2015 | F | 5,430 | $9.71 | D | 31,248 | 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 UnitsF4,F5 | $0.00 | Mar 12, 2015 | M | 14,000 | D | — | — | Common Stock | 14,000 | 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) for 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 to the Issuer 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.
- F4Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F550% 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.