SEC Form 4 · accession 0000921895-16-003965

ITRON, INC. · ITRI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F4Purchases by certain of the Investment Vehicles of an aggregate of 8,671 shares on February 8, 2016 at a price of $34.2852 and 3,947 shares on February 9, 2016 at a price of $34.3278 have been matched against sales on March 31, 2016 by certain of the Investment Vehicles of an aggregate of 12,618 shares at a price of $41.7610. The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale price that the Investment Vehicles received for the sale of shares after taking into account the transactions described in Footnote 6. The Reporting Persons have agreed to pay the Issuer $6,152.94, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.
• F5Represents 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.
• F6Purchases by certain of the Investment Vehicles of an aggregate of 31,000 shares on February 11, 2016 at a price of $33.7076, 9,030 shares on February 5, 2016 at a price of $34.1753 and 9,613 shares on February 8, 2016 at a price of $34.2852 have been matched against sales on April 1, 2016 by certain of the Investment Vehicles of an aggregate of 49,643 shares at a price of $41.7753. The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale price that the Investment Vehicles received for the sale of shares. The Reporting Persons have agreed to pay the Issuer $25,532.01, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.
• F7Such sales by the Investment Vehicles represent standard rebalancing transactions made in the ordinary course of business.