SEC Form 4 · accession 0001140361-18-001509
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Bell
Officer — President & CEO · Director
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:45 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 StockF1 | Jan 5, 2018 | D | 67,838 | — | D | 0 | 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)F2 | $14.24 | Jan 5, 2018 | D | 5,208 | D | — | Oct 11, 2025 | Common Stock | 5,208 | 0 | D |
| Employee Stock Option (right to buy)F3 | $14.24 | Jan 5, 2018 | D | 104,167 | D | — | Oct 11, 2025 | Common Stock | 104,167 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Jan 5, 2018 | D | 62,500 | D | — | — | Common Stock | 62,500 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Jan 5, 2018 | D | 88,294 | D | — | — | Common Stock | 88,294 | 0 | D |
| Performance Stock UnitsF4,F7 | $0.00 | Jan 5, 2018 | D | 125,000 | D | — | — | Common Stock | 125,000 | 0 | D |
| Performance Stock UnitsF4,F7 | $0.00 | Jan 5, 2018 | D | 77,846 | D | — | — | Common Stock | 77,846 | 0 | 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").
- F2This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on September 2, 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 $2.01 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
- F3This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on September 2, 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.
- F4Each 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.
- F5These RSUs, which provided for vesting as to 25% of the total RSUs on November 10, 2016 and 6.25% of the total RSUs quarterly thereafter beginning on February 10, 2017, were cancelled pursuant to the Merger Agreement.
- F6These 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.
- F7These PSUs were cancelled pursuant to the Merger Agreement.