SEC Form 4 · accession 0001140361-18-001508

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

Jan 5, 2018

Accepted (ET)

Jan 9, 2018 · 8:44 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^F1	Jan 5, 2018	D	21,094	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F2	$20.43	Jan 5, 2018	D	7,500	D	—	Dec 15, 2023	Common Stock	7,500	D
Employee Stock Option (right to buy)^F3	$18.28	Jan 5, 2018	D	60,750	D	—	Apr 14, 2023	Common Stock	60,750	D
Employee Stock Option (right to buy)^F4	$14.90	Jan 5, 2018	D	625	D	—	Apr 9, 2024	Common Stock	625	D
Employee Stock Option (right to buy)^F5	$9.60	Jan 5, 2018	D	834	D	—	Mar 9, 2025	Common Stock	834	D
Employee Stock Option (right to buy)^F6	$13.09	Jan 5, 2018	D	833	D	—	May 9, 2026	Common Stock	833	D
Employee Stock Option (right to buy)^F7	$14.90	Jan 5, 2018	D	2,500	D	—	Apr 9, 2024	Common Stock	2,500	D
Employee Stock Option (right to buy)^F8	$9.60	Jan 5, 2018	D	12,500	D	—	Mar 9, 2025	Common Stock	12,500	D
Employee Stock Option (right to buy)^F9	$13.09	Jan 5, 2018	D	24,167	D	—	May 9, 2026	Common Stock	24,167	D
Restricted Stock Units^F10,F11	$0.00	Jan 5, 2018	D	1,875	D	—	—	Common Stock	1,875	D
Restricted Stock Units^F10,F12	$0.00	Jan 5, 2018	D	11,250	D	—	—	Common Stock	11,250	D
Restricted Stock Units^F10,F13	$0.00	Jan 5, 2018	D	33,299	D	—	—	Common Stock	33,299	D
Performance Stock Units^F10,F14	$0.00	Jan 5, 2018	D	60,000	D	—	—	Common Stock	60,000	D
Performance Stock Units^F10,F14	$0.00	Jan 5, 2018	D	19,572	D	—	—	Common Stock	19,572	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron, Inc. ("Itron") and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), in exchange for the right to receive cash in the amount of $16.25 per share (the "Merger Consideration").
F10Each restricted stock unit ("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.
F11These RSUs, which provided for vesting as to 25% of the total RSUs on May 12, 2015 and 6.25% of the total RSUs quarterly thereafter beginning on August 12, 2015, were cancelled pursuant to the Merger Agreement.
F12These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2017, were cancelled pursuant to the Merger Agreement.
F13These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2018 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2018, were cancelled pursuant to the Merger Agreement.
F14These PSUs were cancelled pursuant to the Merger Agreement.
F2This option, which provided for vesting as to 1/4th of the total number of shares on December 16, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.
F3This option, which provided for vesting as to 1/4th of the total number of shares on February 25, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.
F4This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $1.35 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
F5This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on March 10, 2016 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $6.65 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
F6This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $3.16 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
F7This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was cancelled pursuant to the Merger Agreement.
F8This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on March 10, 2016 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was cancelled pursuant to the Merger Agreement.
F9This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was cancelled pursuant to the Merger Agreement.