SEC Form 4 · accession 0001140361-15-019484
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
May 12, 2015
Accepted (ET)
May 13, 2015 · 9:49 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 | May 11, 2015 | M | 625 | $0.00 | A | 69,837 | D | |
| Common Stock | May 11, 2015 | M | 391 | $0.00 | A | 70,228 | D | |
| Common Stock | May 11, 2015 | F | 382 | $11.95 | D | 69,846 | D | |
| Common Stock | May 12, 2015 | M | 12,500 | $0.00 | A | 82,346 | D | |
| Common Stock | May 12, 2015 | F | 4,698 | $11.77 | D | 77,648 | D | |
| Common StockF5 | holding | — | — | — | 111,408 | I | Held by the Scott Lang and Karen-Schroeder Lang Revocable Trust of 2009, dtd December 28, 2009 | |
| Common StockF6 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child A | |
| Common StockF6 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child B | |
| Common StockF6 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child C | |
| Common StockF6 | 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 UnitsF7,F8 | $0.00 | May 11, 2015 | M | 625 | D | — | — | Common Stock | 625 | 2,500 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | May 11, 2015 | M | 391 | D | — | — | Common Stock | 391 | 3,907 | D |
| Restricted Stock UnitsF7,F10 | $0.00 | May 11, 2015 | A | 9,175 | A | — | — | Common Stock | 9,175 | 9,175 | D |
| Restricted Stock UnitsF7,F11 | $0.00 | May 12, 2015 | M | 12,500 | D | — | — | Common Stock | 12,500 | 37,500 | 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.
- F10The RSUs are 100% vested upon grant. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F1125% of the RSUs vest on May 12, 2015 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 12, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F2Release and settlement of RSUs granted to the Reporting Person on November 20, 2013, the grant of which was previously reported on a Form 4 by the Reporting Person.
- F3Release and settlement of RSUs granted to the Reporting Person on May 12, 2014, the grant of which was previously reported on a Form 4 by the Reporting Person.
- F4Exempt 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.
- F5Reporting Person is the Co-Trustee.
- F6Reporting Person's wife is the trustee and Reporting Person's child is the beneficiary of the trust.
- F7Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F825% of the RSUs vested on May 10, 2013 and thereafter vests quarterly as to 6.25% of the total RSUs beginning on August 10, 2013. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F925% of the RSUs vest on November 10, 2014 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on February 10, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.