SEC Form 4 · accession 0001140361-16-053636
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Lang
Officer — Board Chair; ExecutiveChairman · Director
Period of report
Feb 12, 2016
Accepted (ET)
Feb 17, 2016 · 4:21 pm EST
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 | Feb 12, 2016 | M | 3,125 | $0.00 | A | 94,414 | D | |
| Common Stock | Feb 12, 2016 | F | 1,138 | $10.90 | D | 93,276 | D | |
| Common StockF4 | holding | — | — | — | 111,408 | I | Held by the Scott Lang and Karen-Schroeder Lang Revocable Trust of 2009, dtd December 28, 2009 | |
| Common StockF5 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child A | |
| Common StockF5 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child B | |
| Common StockF5 | holding | — | — | — | 19,062 | I | Held in Trust on Behalf of Reporting Person's Child C | |
| Common StockF5 | 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 UnitsF3,F6,F7 | $0.00 | Feb 12, 2016 | M | 3,125 | D | — | — | Common Stock | 3,125 | 28,125 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("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.
- F2Includes shares previously acquired by the Reporting Person under the Issuer's employee stock purchase plan on February 12, 2016.
- 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.
- F725% of the RSUs vested on May 12, 2015 and thereafter vests 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.