SEC Form 4 · accession 0001140361-18-001523
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas H Werner
Director
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:57 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 | 71,393 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F2 | $5.50 | Jan 5, 2018 | D | 3,750 | D | — | May 6, 2019 | Common Stock | 3,750 | 0 | D |
| Director Stock Option (right to buy)F3 | $17.00 | Jan 5, 2018 | D | 5,000 | D | — | May 19, 2021 | Common Stock | 5,000 | 0 | D |
| Director Stock Option (right to buy)F3 | $17.00 | Jan 5, 2018 | D | 5,000 | D | — | Mar 11, 2023 | Common Stock | 5,000 | 0 | D |
| Director Stock Option (right to buy)F3 | $19.48 | Jan 5, 2018 | D | 16,890 | D | — | May 22, 2023 | Common Stock | 16,890 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Jan 5, 2018 | D | 20,018 | D | — | — | Common Stock | 20,018 | 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 option, which is fully vested, was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $10.75 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
- F3This option, which is fully vested, was canceled pursuant to the Merger Agreement.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F5Pursuant to the Merger Agreement, these RSUs became fully vested and were immediately settled and converted into the right to receive cash equal to the amount of the Merger Consideration.