SEC Form 4 · accession 0000899243-19-007532
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
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 4:30 pm EDT
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 StockF1,F2,F3,F4 | Mar 11, 2019 | J | 147,292 | — | D | 4,939,240 | I | See Footnotes |
| Common StockF2,F3,F4 | Mar 11, 2019 | S | 33,948 | $49.4799 | D | 4,905,292 | I | See Footnotes |
| Common StockF2,F3,F4 | Mar 12, 2019 | S | 28,110 | $49.9789 | D | 4,877,182 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction represents an in-kind pro rata distribution for no consideration of shares of common stock of Itron, Inc. (the "Issuer") by an investment fund for which Scopia Capital Management LP ("Scopia Management") serves as investment manager to investors in such investment fund. None of the Reporting Persons nor any Investment Vehicle (as defined below) retains a pecuniary interest in such shares of common stock of the Issuer.
- F2Shares of common stock of the Issuer that are held in the accounts of several 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 Long International Master Fund LP and Scopia Long QP LLC (together, the "Investment Vehicles") for which Scopia Management serves as the investment manager. Each 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.
- F3(Continued from Footnote 2) 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. Further, 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 the right of an affiliate of Scopia Management to receive performance-based allocations and due to their investments in the Investment Vehicles.
- F4Each 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.
- F5The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Management on March 8, 2019.