SEC Form 4 · accession 0001140361-17-020178
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, 2017
Accepted (ET)
May 12, 2017 · 7:11 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, 2017 | M | 78 | $0.00 | A | 13,748 | D | |
| Common Stock | May 10, 2017 | M | 4,500 | $0.00 | A | 18,248 | D | |
| Common Stock | May 10, 2017 | F | 1,722 | $11.66 | D | 16,526 | 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, 2017 | M | 78 | D | — | — | Common Stock | 78 | 157 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | May 10, 2017 | M | 4,500 | D | — | — | Common Stock | 4,500 | 13,500 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | May 10, 2017 | A | 33,299 | A | — | — | Common Stock | 33,299 | 33,299 | D |
| Performance Stock UnitF4,F8 | $0.00 | May 10, 2017 | A | 19,572 | A | — | — | Common Stock | 19,572 | 19,572 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 20, 2013.
- F2Vesting of RSUs granted to the Reporting Person on May 10, 2016.
- 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 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.
- F4Each RSU or performance stock unit ("PSU") 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.
- F625% of the RSUs vested 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.
- F725% of the RSUs vest on May 10, 2018 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 10, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F8The PSUs will be eligible to vest based on the achievement of an internal financial performance metric, and if the performance metric is achieved thereafter the award is subject to time based vesting over 3 years with 1/3 vesting on each anniversary of the date of grant.