SEC Form 4 · accession 0001140361-18-001522
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raj Vaswani
Officer — Co-Founder
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:56 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 | Dec 29, 2017 | G | 7,400 | $0.00 | D | 533,853 | I | By trust |
| Common Stock | Dec 29, 2017 | G | 7,400 | $0.00 | A | 99,184 | D | |
| Common StockF2 | Jan 5, 2018 | D | 99,184 | — | D | 0 | D | |
| Common StockF2,F1 | Jan 5, 2018 | D | 533,853 | — | D | 0 | I | By trust |
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)F3 | $3.60 | Jan 5, 2018 | D | 69,083 | D | — | Dec 22, 2018 | Common Stock | 69,083 | 0 | D |
| Employee Stock Option (right to buy)F4 | $14.90 | Jan 5, 2018 | D | 21,541 | D | — | Apr 9, 2024 | Common Stock | 21,541 | 0 | D |
| Employee Stock Option (right to buy)F5 | $13.09 | Jan 5, 2018 | D | 19,791 | D | — | May 9, 2026 | Common Stock | 19,791 | 0 | D |
| Employee Stock Option (right to buy)F6 | $14.90 | Jan 5, 2018 | D | 1,959 | D | — | Apr 9, 2024 | Common Stock | 1,959 | 0 | D |
| Employee Stock Option (right to buy)F7 | $13.09 | Jan 5, 2018 | D | 30,209 | D | — | May 9, 2026 | Common Stock | 30,209 | 0 | D |
| Employee Stock Option (right to buy)F8 | $17.00 | Jan 5, 2018 | D | 20,000 | D | — | Jan 21, 2020 | Common Stock | 20,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $17.00 | Jan 5, 2018 | D | 34,999 | D | — | Feb 23, 2021 | Common Stock | 34,999 | 0 | D |
| Employee Stock Option (right to buy)F8 | $17.00 | Jan 5, 2018 | D | 15,000 | D | — | Mar 11, 2023 | Common Stock | 15,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $20.43 | Jan 5, 2018 | D | 12,300 | D | — | Dec 15, 2023 | Common Stock | 12,300 | 0 | D |
| Restricted Stock UnitsF9,F10 | $0.00 | Jan 5, 2018 | D | 1,469 | D | — | — | Common Stock | 1,469 | 0 | D |
| Restricted Stock UnitsF9,F11 | $0.00 | Jan 5, 2018 | D | 14,063 | D | — | — | Common Stock | 14,063 | 0 | D |
| Restricted Stock UnitsF9,F12 | $0.00 | Jan 5, 2018 | D | 24,217 | D | — | — | Common Stock | 24,217 | 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 | 14,234 | D | — | — | Common Stock | 14,234 | 0 | D |
Explanation of responses
- F1Held by the Raj Vaswani 2017 Charitable Remainder Unitrust, of which the Reporting Person is the trustee.
- 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 346 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 3,317 shares of Itron Common Stock.
- F12These 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 5,713 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 3,358 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.
- F2Disposed 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").
- F3This 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.
- 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 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.
- F6This 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 462 shares of the common stock of Itron at $63.13 per share.
- F7This 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 7,126 shares of the common stock of Itron at $55.49 per share.
- F8This option, which is fully vested, 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.