SEC Form 4 · accession 0001140361-18-001510
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Catriona M. Fallon
Officer — Chief Financial Officer
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001180079
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $10.95 | Jan 5, 2018 | D | 65,000 | D | — | Apr 9, 2027 | Common Stock | 65,000 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Jan 5, 2018 | D | 36,000 | D | — | — | Common Stock | 36,000 | 0 | D |
| Performance Stock UnitsF2,F4 | $0.00 | Jan 5, 2018 | D | 26,000 | D | — | — | Common Stock | 26,000 | 0 | D |
Explanation of responses
- F1This option, which provided for vesting as to 1/4th of the total number of shares on April 10, 2018 and 1/48th of the total number of shares in equal monthly installments thereafter, was assumed by Itron, Inc. ("Itron") pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), and replaced with an option to purchase 15,334 shares of the common stock of Itron at $46.41 per share.
- F2Each 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.
- F3These 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 and exchanged for RSUs to receive 8,493 shares of Itron Common Stock.
- F4These PSUs were subject to internal financial performance conditions that were deemed satisfied in full pursuant to the Merger Agreement. As a result, these PSUs were exchanged for RSUs to receive 6,133 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.