SEC Form 4 · accession 0001209191-18-003049
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William B Elmore
Other
Paul G Koontz
Other
Michael N Schuh
Other
Paul R Holland
Other
Charles Moldow
Other
Steven Vassallo
Other
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:54 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 StockF2 | Jan 5, 2018 | U | 10,307,012 | $16.25 | D | 0 | I | By Foundation Capital IV, L.P. |
| Common StockF3 | Jan 5, 2018 | U | 686 | $16.25 | D | 0 | I | By Foundation Capital, LLC |
| Common StockF4 | Jan 5, 2018 | U | 6,077 | $16.25 | D | 0 | I | By Koontz Revocable Trust U/A/D 6/29/1998 |
| Common StockF5 | Jan 5, 2018 | U | 22,595 | $16.25 | D | 0 | I | By Holland/Yates Family Trust dtd 7/23/1999 |
| Common StockF6 | Jan 5, 2018 | U | 3,700 | $16.25 | D | 0 | I | By The Holland Children?s Trust |
| Common StockF7 | Jan 5, 2018 | U | 10,984 | $16.25 | D | 0 | I | By Michael N. & Mary G. Schuh 1990 Family Trust |
| Common StockF8 | Jan 5, 2018 | U | 23,745 | $16.25 | D | 0 | I | By Vassallo Family Revocable Trust dated 7/15/02 |
| Common StockF9 | Jan 5, 2018 | U | 26,277 | $16.25 | D | 0 | I | By Moldow Family Trust dated 11/11/2003 |
| Common StockF10 | Jan 5, 2018 | U | 3,305 | $16.25 | D | 0 | I | By The Moldow 2008 Children?s Trust |
| Common StockF11 | Jan 5, 2018 | U | 24,468 | $16.25 | D | 0 | I | By William B Elmore Revocable Trust |
| Common StockF12 | Jan 5, 2018 | U | 4,422 | $16.25 | D | 0 | I | By Elmore Family Investments B, LP |
| Common StockF2 | Jan 5, 2018 | U | 84,866 | $16.25 | D | 0 | I | By: FC IV Active Advisors Fund, LLC |
| Common StockF2 | Jan 5, 2018 | U | 91,204 | $16.25 | D | 0 | I | By: Foundation Capital IV Principals Fund, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017, by and among the Issuer, Itron, Inc. and Ivory Merger Sub, Inc. (the "Merger Agreement") in exchange for cash consideration of $16.25 per share.
- F10The shares were held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein.
- F11The shares were held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.
- F12The shares were held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein.
- F2Foundation 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. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland and Warren M. Weiss are managing members of Foundation Capital Management Co. IV, LLC, and 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. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. IV, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F3Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC and Foundation Capital Management Co. VI, LLC. As such, each of the managers 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, Foundation Capital IV Principals Fund, LLC, Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F4The shares were held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.
- F5The shares were held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.
- F6The shares were held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.
- F7The shares were held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein.
- F8The shares were held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein.
- F9The shares were held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.