Sec Form 3 Filing - Reeves Donald L. III @ ITRON, INC. - 2019-12-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Reeves Donald L. III 2. Issuer Name and Ticker or Trading Symbol ITRON, INC. [ ITRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Outcomes (Last) (First) (Middle) C/O ITRON, INC., 2111 N. MOLTER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2019 (Street) LIBERTY LAKE, WA99019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 8,300 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 63.158 ( 2 ) 04/10/2024 Common Stock 983 D Stock Option (Right to Buy) $ 55.486 ( 3 ) 05/10/2026 Common Stock 4,802 D Stock Option (Right to Buy) $ 66.3 ( 4 ) 09/12/2028 Common Stock 3,300 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reeves Donald L. III C/O ITRON, INC. 2111 N. MOLTER ROAD LIBERTY LAKE, WA99019 SVP Outcomes Signatures /s/ Jared Josephsen, attorney-in-fact for Mr. Reeves 12/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes a restricted stock unit award with a remaining balance of 1,876 shares of common stock that vests on May 10, 2020, a restricted stock unit award with a remaining balance of 1,000 shares of common stock, of which 497 shares vest on February 10, 2020 and 503 shares vest on May 10, 2020, a restricted stock unit award with a remaining balance of 1,329 shares of common stock, of which 442 shares vest on February 10, 2020, 442 shares vest on May 10, 2020 and 445 shares vest on August 10, 2020, a restricted stock unit award with a remaining balance of 754 shares of common stock that vests in two equal annual installments beginning on September 12, 2020, and a restricted stock unit award for 3,341 shares of common stock that vests in three equal annual installments beginning on July 1, 2020. ( 2 )This option became fully vested on April 10, 2018. ( 3 )This option vests in the amount of 368 shares each month from January 10, 2018 to April 10, 2020 and 386 shares vest on May 10, 2020. ( 4 )One-third of the option is exercisable on each of September 12, 2019, September 12, 2020 and September 12, 2021.

Remarks: Exhibit 24 power of attorney filed herewith.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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