SEC Form 4 · accession 0001140361-16-086869
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
Nov 10, 2016
Accepted (ET)
Nov 15, 2016 · 7:35 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 Stock | Nov 10, 2016 | M | 391 | $0.00 | A | 28,937 | D | |
| Common Stock | Nov 10, 2016 | F | 122 | $13.58 | D | 28,815 | D | |
| Common Stock | Nov 12, 2016 | M | 3,125 | $0.00 | A | 31,940 | D | |
| Common StockF4 | Nov 12, 2016 | F | 972 | $14.52 | D | 30,968 | D | |
| Common StockF5 | holding | — | — | — | 81,408 | 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 | Nov 10, 2016 | M | 391 | D | — | — | Common Stock | 391 | 1,563 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Nov 12, 2016 | M | 3,125 | D | — | — | Common Stock | 3,125 | 18,750 | D |
Explanation of responses
- F1Release 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.
- F2Exempt 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.
- F3Vesting of RSUs granted to the Reporting Person on May 12, 2014.
- F4The price per share was based on the fair market value of the Issuer's common stock on the vesting and release date, which, because such date was a Saturday, was the NYSE closing price on the last trading date immediately preceding the vesting and release date.
- 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 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.
- F925% 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.