SEC Form 4 · accession 0001140361-17-045486

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 6, 2017

Accepted (ET)

Dec 8, 2017 · 4:43 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 Stock^F1,F2,F3	Dec 6, 2017	P	28,301	$67.1676	A	4,586,688	I	See footnotes
Common Stock^F1,F2,F3	Dec 6, 2017	P	46,892	$67.448	A	4,633,580	I	See footnotes
Common Stock^F1,F2,F3	Dec 7, 2017	P	21,033	$68.9361	A	4,654,613	I	See footnotes
Common Stock^F1,F2,F3	Dec 7, 2017	P	58,562	$69.2042	A	4,713,175	I	See footnotes
Common Stock^F1,F2,F3	Dec 7, 2017	P	304,922	$70.058	A	5,018,097	I	See footnotes
Common Stock^F1,F2,F3	Dec 8, 2017	P	21,438	$69.8664	A	5,039,535	I	See footnotes
Common Stock^F1,F2,F3	Dec 8, 2017	P	53,905	$69.191	A	5,093,440	I	See footnotes
Common Stock^F1,F2,F3	Dec 8, 2017	P	6,700	$68.925	A	5,100,140	I	See footnotes

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Shares of common stock of Itron, Inc. (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 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. 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.
F2(continued from Footnote 1) 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, 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.
F3Each 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.