SEC Form 4 · accession 0001140361-17-042913
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald L. Reeves III
Officer — Chief Technology Officer
Period of report
Nov 10, 2017
Accepted (ET)
Nov 14, 2017 · 7:56 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, 2017 | M | 391 | $0.00 | A | 32,651 | D | |
| Common Stock | Nov 10, 2017 | M | 2,109 | $0.00 | A | 34,760 | D | |
| Common Stock | Nov 10, 2017 | M | 1,875 | $0.00 | A | 36,635 | D | |
| Common Stock | Nov 10, 2017 | F | 1,645 | $16.13 | D | 34,990 | D | |
| Common Stock | Nov 12, 2017 | M | 1,563 | $0.00 | A | 36,553 | D | |
| Common StockF6 | Nov 12, 2017 | F | 588 | $16.12 | D | 35,965 | 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, 2017 | M | 391 | D | — | — | Common Stock | 391 | 0 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Nov 10, 2017 | M | 2,109 | D | — | — | Common Stock | 2,109 | 21,095 | D |
| Restricted Stock UnitsF7,F10 | $0.00 | Nov 10, 2017 | M | 1,875 | D | — | — | Common Stock | 1,875 | 20,625 | D |
| Restricted Stock UnitsF7,F11 | $0.00 | Nov 12, 2017 | M | 1,563 | D | — | — | Common Stock | 1,563 | 3,125 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("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.
- F1025% of the RSUs vest on August 10, 2017 and thereafter vests quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on November 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F1125% 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.
- F2Vesting of RSUs granted to the Reporting Person on May 10, 2016.
- F3Vesting of RSUs granted to the Reporting Person on August 10, 2016.
- F4Exempt 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.
- F5Vesting of RSUs granted to the Reporting Person on May 12, 2014.
- F6The 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 Sunday, was the NYSE closing price on the last trading date immediately preceding the vesting and release date.
- F7Each RSU or performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
- 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 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.