SEC Form 4 · accession 0001140361-17-009260
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raj Vaswani
Officer — Co-Founder
Period of report
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 8:37 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 | Feb 22, 2017 | M | 11,991 | $0.00 | A | 587,418 | D | |
| Common Stock | Feb 22, 2017 | F | 4,814 | $12.63 | D | 582,604 | D | |
| Common Stock | Feb 23, 2017 | M | 25,778 | $1.10 | A | 608,382 | D | |
| Common StockF4,F5 | Feb 23, 2017 | S | 25,178 | $11.6809 | D | 583,204 | D | |
| Common StockF4,F6 | Feb 23, 2017 | S | 600 | $12.4017 | D | 582,604 | D | |
| Common Stock | Feb 23, 2017 | S | 483 | $12.51 | D | 582,121 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7 | $1.10 | Feb 23, 2017 | M | 25,778 | D | — | May 31, 2017 | Common Stock | 25,778 | 77,334 | D |
Explanation of responses
- F1Represents restricted stock units ("RSUs") awarded to the Reporting Person on February 22, 2017, pursuant to the Issuer's 2016 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 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 line for any reason other than to cover required taxes.
- F3The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2016.
- F4Represents the aggregate of sales effected on the same day at different prices.
- F5Represents the weighted average sales price per share. The shares were sold at prices ranging from $11.36 to $12.35 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F6Represents the weighted average sales price per share. The shares were sold at prices ranging from $12.36 to $12.51 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F7The stock option grant has fully vested and is immediately exercisable.