SEC Form 4 · accession 0001140361-18-001516
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
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:50 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 | 54,465 | — | 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 | $3.60 | Jan 5, 2018 | D | 25,000 | D | — | Dec 22, 2018 | Common Stock | 25,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $14.90 | Jan 5, 2018 | D | 4,167 | D | — | Apr 9, 2024 | Common Stock | 4,167 | 0 | D |
| Employee Stock Option (right to buy)F4 | $13.09 | Jan 5, 2018 | D | 45,313 | D | — | May 9, 2026 | Common Stock | 45,313 | 0 | D |
| Employee Stock Option (right to buy)F5 | $14.90 | Jan 5, 2018 | D | 45,833 | D | — | Apr 9, 2024 | Common Stock | 45,833 | 0 | D |
| Employee Stock Option (right to buy)F6 | $13.09 | Jan 5, 2018 | D | 29,687 | D | — | May 9, 2026 | Common Stock | 29,687 | 0 | D |
| Employee Stock Option (right to buy)F7 | $17.00 | Jan 5, 2018 | D | 4,000 | D | — | Jan 24, 2020 | Common Stock | 4,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $17.00 | Jan 5, 2018 | D | 8,000 | D | — | Feb 23, 2021 | Common Stock | 8,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $17.00 | Jan 5, 2018 | D | 4,999 | D | — | Oct 24, 2021 | Common Stock | 4,999 | 0 | D |
| Employee Stock Option (right to buy)F7 | $17.00 | Jan 5, 2018 | D | 18,750 | D | — | Mar 11, 2023 | Common Stock | 18,750 | 0 | D |
| Employee Stock Option (right to buy)F8 | $20.43 | Jan 5, 2018 | D | 37,500 | D | — | Dec 15, 2023 | Common Stock | 37,500 | 0 | D |
| Restricted Stock UnitsF9,F10 | $0.00 | Jan 5, 2018 | D | 3,125 | D | — | — | Common Stock | 3,125 | 0 | D |
| Restricted Stock UnitsF9,F11 | $0.00 | Jan 5, 2018 | D | 21,095 | D | — | — | Common Stock | 21,095 | 0 | D |
| Restricted Stock UnitsF9,F12 | $0.00 | Jan 5, 2018 | D | 20,625 | D | — | — | Common Stock | 20,625 | 0 | D |
| Performance Stock UnitsF9,F13 | $0.00 | Jan 5, 2018 | D | 100,000 | D | — | — | Common Stock | 100,000 | 0 | D |
| Performance Stock UnitsF9,F14 | $0.00 | Jan 5, 2018 | D | 23,843 | D | — | — | Common Stock | 23,843 | 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").
- F10These 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 and exchanged for RSUs to receive 737 shares of Itron Common Stock.
- F11These 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 and exchanged for RSUs to receive 4,976 shares of Itron Common Stock.
- F12These RSUs, which provided for vesting as to 25% of the total RSUs on August 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on November 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,865 shares of Itron Common Stock.
- F13These PSUs were cancelled pursuant to the Merger Agreement.
- F14These 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 5,624 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.
- F2This option, which is fully vested, was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $12.65 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 April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 983 shares of the common stock of Itron at $63.16 per share.
- F4This 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 assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 10,690 shares of the common stock of Itron at $55.49 per share.
- F5This 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.
- 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 option, which is fully vested, was canceled pursuant to the Merger Agreement.
- F8This 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.
- F9Each 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.