SEC Form 4 · accession 0001140361-17-042914
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Theresa Stynes
Officer — Chief Human Resources Officer
Period of report
Nov 10, 2017
Accepted (ET)
Nov 14, 2017 · 7:57 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 | 144 | $0.00 | A | 23,749 | D | |
| Common Stock | Nov 10, 2017 | M | 984 | $0.00 | A | 24,733 | D | |
| Common Stock | Nov 10, 2017 | F | 425 | $16.13 | D | 24,308 | D | |
| Common Stock | Nov 10, 2017 | M | 1,791 | $14.90 | A | 26,099 | D | |
| Common Stock | Nov 10, 2017 | M | 5,304 | $9.67 | A | 31,403 | D | |
| Common Stock | Nov 10, 2017 | M | 26,666 | $9.60 | A | 58,069 | D | |
| Common Stock | Nov 10, 2017 | M | 13,125 | $13.09 | A | 71,194 | D | |
| Common StockF4,F5 | Nov 10, 2017 | S | 46,886 | $16.1065 | D | 24,308 | D | |
| Common Stock | Nov 11, 2017 | M | 209 | $0.00 | A | 24,517 | D | |
| Common StockF7 | Nov 11, 2017 | F | 79 | $16.12 | D | 24,438 | D | |
| Common Stock | Nov 12, 2017 | M | 63 | $0.00 | A | 24,501 | D | |
| Common StockF7 | Nov 12, 2017 | F | 24 | $16.12 | D | 24,477 | 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 UnitsF9,F10 | $0.00 | Nov 10, 2017 | M | 144 | D | — | — | Common Stock | 144 | 0 | D |
| Restricted Stock UnitsF9,F11 | $0.00 | Nov 10, 2017 | M | 984 | D | — | — | Common Stock | 984 | 9,845 | D |
| Employee Stock Option (right to buy)F12 | $14.90 | Nov 10, 2017 | M | 1,791 | D | — | Apr 9, 2024 | Common Stock | 1,791 | 209 | D |
| Employee Stock Option (right to buy)F12 | $9.67 | Nov 10, 2017 | M | 5,304 | D | — | Aug 10, 2024 | Common Stock | 5,304 | 1,396 | D |
| Employee Stock Option (right to buy)F13 | $9.60 | Nov 10, 2017 | M | 26,666 | D | — | Mar 9, 2025 | Common Stock | 26,666 | 13,334 | D |
| Employee Stock Option (right to buy)F14 | $13.09 | Nov 10, 2017 | M | 13,125 | D | — | May 9, 2026 | Common Stock | 13,125 | 21,875 | D |
| Restricted Stock UnitsF9,F15 | $0.00 | Nov 11, 2017 | M | 209 | D | — | — | Common Stock | 209 | 629 | D |
| Restricted Stock UnitsF9,F16 | $0.00 | Nov 12, 2017 | M | 63 | D | — | — | Common Stock | 63 | 125 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 20, 2013.
- F1025% of the RSUs vested on November 10, 2014 and thereafter vests quarterly as to 6.25% of the total RSUs beginning on February 10, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F1125% 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.
- F12The stock option vests and becomes exercisable as to 1/4th of the total number of shares on the one-year anniversary of the vesting commencement date, and thereafter vests as to 1/48th of the total number of shares in equal monthly installments.
- F13The stock option will vest as to 1/4th of the total number of shares on March 10, 2016 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.
- F14The stock option will vest as to 1/4th of the total number of shares on May 10, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.
- F1525% 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.
- F1625% 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.
- 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.
- 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 $16.10 to $16.115 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.
- F6Vesting of RSUs granted to the Reporting Person on August 11, 2014.
- F7The 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 or Sunday, was the NYSE closing price on the last trading date immediately preceding the vesting and release date.
- F8Vesting of RSUs granted to the Reporting Person on May 12, 2014.
- F9Each RSU represents a contingent right to receive one share of the Issuer's common stock.