SEC Form 4 · accession 0001209191-18-003059
Itron Networked Solutions, Inc. · SSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren M Weiss
Director · Other
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 9:36 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 | D | 10,307,012 | $16.25 | D | 0 | I | By Foundation Capital IV, L.P. |
| Common StockF3 | Jan 5, 2018 | D | 686 | $16.25 | D | 0 | I | By Foundation Capital, LLC |
| Common StockF2 | Jan 5, 2018 | D | 84,866 | $16.25 | D | 0 | I | By: FC IV Active Advisors Fund, LLC |
| Common StockF2 | Jan 5, 2018 | D | 91,204 | $16.25 | D | 0 | I | By: Foundation Capital IV Principals Fund, LLC |
| Common Stock | Jan 5, 2018 | D | 56,465 | $16.25 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Jan 5, 2018 | D | 19,283 | D | — | — | Common Stock | 19,283 | 0 | D |
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.
- F2The 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.
- F3The 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.
- F4Each RSU represented a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F5Pursuant to the Merger Agreement, the vesting of restricted stock units for an aggregate of 19,283 shares was accelerated immediately prior to the effective time of the merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $16.25 per share.