SEC Form 4 · accession 0001140361-16-064934
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard S. Arnold Jr.
Officer — General Counsel & Secretary
Period of report
May 10, 2016
Accepted (ET)
May 12, 2016 · 8:40 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 10, 2016 | M | 7,448 | $0.00 | A | 21,648 | D | |
| Common Stock | May 10, 2016 | F | 2,756 | $13.09 | D | 18,892 | D | |
| Common Stock | May 10, 2016 | M | 79 | $0.00 | A | 18,971 | D | |
| Common Stock | May 10, 2016 | F | 29 | $13.43 | D | 18,942 | 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 | May 10, 2016 | M | 79 | D | — | — | Common Stock | 79 | 469 | D |
| Employee Stock Option (right to buy)F6 | $13.09 | May 10, 2016 | A | 40,000 | A | — | May 9, 2026 | Common Stock | 40,000 | 40,000 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | May 10, 2016 | A | 18,000 | A | — | — | Common Stock | 18,000 | 18,000 | D |
Explanation of responses
- F1Represents restricted stock units ("RSUs") awarded to the Reporting Person on May 10, 2016, pursuant to the Issuer's 2015 Corporate Bonus Plan, that vested in full and settled immediately upon grant. The shares of Common Stock were delivered to the Reporting Person upon settlement for no consideration.
- F2Exempt 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.
- F3Release 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.
- F4Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F525% of the RSUs vested on November 10, 2014 and thereafter vests 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.
- F6The stock option will vest as to 1/4th of the total number of shares on May 10, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.
- F725% of the RSUs vest on May 10, 2017 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.