SEC Form 4 · accession 0001209191-18-003050
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 8:55 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 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.
- 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.