SEC Form 4 · accession 0001209191-17-036296
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren M Weiss
Director · 10% Owner
Period of report
May 25, 2017
Accepted (ET)
May 30, 2017 · 8:06 pm EDT
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 Stock | May 25, 2017 | M | 15,638 | $0.00 | A | 56,465 | D | |
| Common StockF1 | holding | — | — | — | 10,307,012 | I | By Foundation Capital IV, L.P. | |
| Common StockF2 | holding | — | — | — | 686 | I | By Foundation Capital, LLC | |
| Common StockF1 | holding | — | — | — | 84,866 | I | By FC IV Active Advisors Fund, LLC | |
| Common StockF1 | holding | — | — | — | 91,204 | I | By Foundation Capital IV Principals Fund, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | $0.00 | May 25, 2017 | M | 15,638 | D | — | — | Common Stock | 15,638 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | May 25, 2017 | A | 19,283 | A | — | — | Common Stock | 19,283 | 19,283 | D |
Explanation of responses
- F1The Reporting Person is a managing member of Foundation Capital Management Co. IV, LLC. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F2The Reporting Person is a manager of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F3Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 2, 2016.
- F4Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F5The RSUs vested in full on May 25, 2017.
- F6RSUs vest as to 100% of the shares at the earlier date of: (i) the Issuer's 2018 Annual Meeting of Stockholders or (ii) May 25, 2018. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.