SEC Form 4 · accession 0001415889-16-005109

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 14, 2016

Accepted (ET)

Mar 16, 2016 · 5:17 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 Stock^F1,F2,F3	Mar 14, 2016	P	22,914	$43.034	A	4,415,763	I	See Footnote
Common Stock^F1,F2,F3	Mar 14, 2016	P	385	$43.034	A	4,416,148	I	See Footnote
Common Stock^F1,F2,F3	Mar 15, 2016	P	24,587	$43.0542	A	4,440,735	I	See Footnote
Common Stock^F1,F2,F3	Mar 15, 2016	P	413	$43.0542	A	4,441,148	I	See Footnote
Common Stock^F1,F2,F3	Mar 16, 2016	P	33,374	$40.3665	A	4,474,522	I	See Footnote
Common Stock^F1,F2,F3	Mar 16, 2016	P	561	$40.3665	A	4,475,083	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 purchase 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.