SEC Form 4 · accession 0000899243-16-035329
ITRON, INC. · ITRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SCOPIA CAPITAL MANAGEMENT LP
10% Owner
Jeremy Mindich
10% Owner
Matthew Sirovich
10% Owner
Scopia Management, Inc.
10% Owner
Period of report
Dec 8, 2016
Accepted (ET)
Dec 12, 2016 · 7:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000780571
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4 | Dec 8, 2016 | X | 11,316 | $37.398 | A | 4,569,703 | I | See Footnotes |
| Common StockF3,F4 | Dec 8, 2016 | J | 11,316 | $64.1287 | D | 4,558,387 | I | See Footnotes |
| Common StockF3,F4 | Dec 8, 2016 | X | 161,487 | $35.5452 | A | 4,719,874 | I | See Footnotes |
| Common StockF3,F4 | Dec 8, 2016 | J | 161,487 | $64.1287 | D | 4,558,387 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Total Return SwapF1,F2,F3,F4 | $37.398 | Dec 8, 2016 | X | 1 | D | — | Dec 8, 2016 | Common Stock | 11,316 | 0 | I |
| Cash-Settled Total Return SwapF1,F2,F3,F4 | $35.5452 | Dec 8, 2016 | X | 1 | D | — | Dec 8, 2016 | Common Stock | 161,487 | 0 | I |
Explanation of responses
- F1On December 8, 2016, upon the settlement of certain cash-settled total return swap agreements (the "Swap Agreements") by and between certain investment funds, including Scopia Long LLC, Scopia Windmill Fund LP, Scopia LB LLC, Scopia International Master Fund LP, Scopia PX LLC, Scopia PX International Master Fund LP, Scopia Partners LLC, Scopia LB International Master Fund LP, Scopia Long International Master Fund LP and Scopia Long QP LLC, and a certain managed account (together, the "Investment Vehicles") for which Scopia Capital Management LP ("Scopia Management") serves as the investment manager, and an unaffiliated third party financial institution (the "Third Party"), the Third Party paid to the Investment Vehicles the difference between the market price upon the expiration of the Swap Agreements of Itron, Inc. (the "Issuer") common stock for each of the 172,803 shares subject to the Swap Agreements
- F2(Continued From Footnote 1) and the $37.398 per share reference price for each of the 11,316 shares referenced in one set of Swap Agreements and the $35.5452 per share reference price for each of the 161,487 shares referenced in the other Swap Agreements. The termination of the Swap Agreements and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
- F3Each of the Investment Vehicles individually holds less than 10% of the Issuer's outstanding shares of common stock. Scopia Management, as the investment manager of the Investment Vehicles, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because Scopia Management has voting and investment power over such securities. In addition, Scopia Management, Inc. ("Scopia Inc."), as general partner of Scopia Management, and Matthew Sirovich and Jeremy Mindich, as Managing Directors of Scopia Inc., may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because each of Scopia Inc., Mr. Sirovich and Mr. Mindich may be deemed to exercise voting and investment power over such securities.
- F4(Continued From Footnote 3) Further, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to have a pecuniary interest in a portion of the securities held directly by the Investment Vehicles due to Scopia Management's right to receive performance-based allocations. Each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Scopia Management, Scopia Inc. or Messrs. Sirovich and Mindich is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.