SEC Form 4 · accession 0001140361-15-041271
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Bell
Officer — President & CEO · Director
Period of report
Nov 10, 2015
Accepted (ET)
Nov 13, 2015 · 7:31 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Nov 10, 2015 | A | 125,000 | A | — | — | Common Stock | 125,000 | 125,000 | D |
| Performance Stock UnitsF3,F4,F5 | $0.00 | Nov 10, 2015 | A | 125,000 | A | — | — | Common Stock | 125,000 | 125,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F2The RSUs shall be 1/4th vested on November 10, 2016 and thereafter shall vest quarterly as to 1/16th of the total RSUs in equal installments with the first 1/16th vesting on February 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F3Each performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F4The PSUs shall be eligible to vest as to (i) 12,500 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 56,250 shares if the Average Price Threshold is equal to or greater than $25.00 per share, and (iii) an additional 56,250 shares if the Average Price Threshold is equal to or greater than $30.00 per share.
- F5The PSUs that become eligible to vest according to the conditions described in note (4) 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.