SEC Form 4 · accession 0001140361-18-001519
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
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:53 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 | 8,743 | — | 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 | $9.60 | Jan 5, 2018 | D | 12,500 | D | — | Mar 9, 2025 | Common Stock | 12,500 | 0 | D |
| Employee Stock Option (right to buy)F3 | $13.09 | Jan 5, 2018 | D | 21,146 | D | — | May 9, 2026 | Common Stock | 21,146 | 0 | D |
| Employee Stock Option (right to buy)F4 | $14.90 | Jan 5, 2018 | D | 167 | D | — | Apr 9, 2024 | Common Stock | 167 | 0 | D |
| Employee Stock Option (right to buy)F5 | $9.67 | Jan 5, 2018 | D | 1,117 | D | — | Aug 10, 2024 | Common Stock | 1,117 | 0 | D |
| Employee Stock Option (right to buy)F6 | $17.00 | Jan 5, 2018 | D | 960 | D | — | Mar 11, 2023 | Common Stock | 960 | 0 | D |
| Employee Stock Option (right to buy)F6 | $20.43 | Jan 5, 2018 | D | 800 | D | — | Dec 15, 2023 | Common Stock | 800 | 0 | D |
| Employee Stock Option (right to buy)F6 | $17.00 | Jan 5, 2018 | D | 4,000 | D | — | Mar 11, 2023 | Common Stock | 4,000 | 0 | D |
| Employee Stock Option (right to buy)F6 | $19.20 | Jan 5, 2018 | D | 6,400 | D | — | Oct 11, 2019 | Common Stock | 6,400 | 0 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Jan 5, 2018 | D | 125 | D | — | — | Common Stock | 125 | 0 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Jan 5, 2018 | D | 629 | D | — | — | Common Stock | 629 | 0 | D |
| Restricted Stock UnitsF7,F10 | $0.00 | Jan 5, 2018 | D | 9,845 | D | — | — | Common Stock | 9,845 | 0 | D |
| Restricted Stock UnitsF7,F11 | $0.00 | Jan 5, 2018 | D | 30,272 | D | — | — | Common Stock | 30,272 | 0 | D |
| Performance Stock UnitsF7,F12 | $0.00 | Jan 5, 2018 | D | 60,000 | D | — | — | Common Stock | 60,000 | 0 | D |
| Performance Stock UnitsF7,F12 | $0.00 | Jan 5, 2018 | D | 17,793 | D | — | — | Common Stock | 17,793 | 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 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2017, were cancelled pursuant to the Merger Agreement.
- F11These 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.
- F12These PSUs were cancelled pursuant to the Merger Agreement.
- F2This 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.
- F3This 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.
- F4This 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.
- F5This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on August 11, 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.
- F6This option, which is fully vested, was canceled pursuant to the Merger Agreement.
- F7Each 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.
- F8These 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.
- F9These RSUs, which provided for vesting as to 25% of the total RSUs on August 11, 2015 and 6.25% of the total RSUs quarterly thereafter beginning on November 11, 2015, were cancelled pursuant to the Merger Agreement.