SEC Form 4 · accession 0001140361-16-076768
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth P. Gianella
Officer — Chief Financial Officer
Period of report
Aug 11, 2016
Accepted (ET)
Aug 15, 2016 · 6:29 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 | Aug 11, 2016 | M | 469 | $0.00 | A | 1,211 | D | |
| Common Stock | Aug 11, 2016 | M | 625 | $0.00 | A | 1,836 | D | |
| Common StockF4 | Aug 11, 2016 | F | 412 | $13.42 | D | 2,424 | 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 UnitsF5,F6 | $0.00 | Aug 11, 2016 | M | 469 | D | — | — | Common Stock | 469 | 3,750 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Aug 11, 2016 | M | 625 | D | — | — | Common Stock | 625 | 6,875 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on August 11, 2014, as previously reported on a Form 3 by the Reporting Person.
- F2Release and settlement of RSUs granted to the Reporting Person on May 11, 2015, as previously reported on a Form 3 by the Reporting Person.
- 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 on this line 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.
- F4Includes shares acquired by the Reporting Person under the Issuer's employee stock purchase plan on August 12, 2015.
- F5Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F625% of the RSUs vested on August 11, 2015 and thereafter vests quarterly as to 6.25% of the total RSUs beginning on November 11, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F725% of the RSUs vested on May 11, 2016 and thereafter vests quarterly as to 6.25% of the total RSUs beginning on August 11, 2016. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.