SEC Form 4 · accession 0000921895-16-003322
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
Feb 10, 2016
Accepted (ET)
Feb 12, 2016 · 5:29 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 StockF1,F2,F3 | Feb 10, 2016 | S | 25,000 | $34.5375 | D | 3,887,652 | I | See Footnote |
| Common StockF1,F2,F3 | Feb 10, 2016 | P | 27,300 | $34.5744 | A | 3,914,952 | I | See Footnote |
| Common StockF1,F2,F3 | Feb 11, 2016 | S | 10,000 | $33.6975 | D | 3,904,952 | I | See Footnote |
| Common StockF1,F2,F3 | Feb 11, 2016 | P | 31,000 | $33.7076 | A | 3,935,952 | I | See Footnote |
| Common StockF1,F2,F3 | Feb 12, 2016 | S | 8,259 | $34.9993 | D | 3,927,693 | I | See Footnote |
| Common StockF1,F2,F3 | Feb 12, 2016 | P | 25,000 | $35.0458 | A | 3,952,693 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Scopia Capital Management LP ("Scopia Management"), Scopia Management, Inc. ("Scopia Inc."), Matthew Sirovich and Jeremy Mindich. The securities reported in this Form 4 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 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 Management serves as the investment manager and each of which individually owns less than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.
- F2Each Reporting Person 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 Reporting Person 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.
- F3Securities held in the accounts of the Investment Vehicles. Each of Scopia Management, as the investment manager of the Investment Vehicles, Scopia Inc. as the general partner of Scopia Management, and Messrs. Sirovich and Mindich, as the Managing Directors of Scopia Inc., may be deemed to beneficially own the securities held by the Investment Vehicles.
- F4Represents a sale of Common Stock by a certain managed account in which the Reporting Persons do not have a pecuniary interest by virtue of Rule 16a-1(a)(2)(ii)(C) of the Securities Exchange Act of 1934, as amended.