Sec Form 4 Filing - Reeves Donald L. III @ Itron Networked Solutions, Inc. - 2018-01-05

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FORM 4
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 Networked Solutions, Inc. [ SSNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O ITRON NETWORKED SOLUTIONS, INC., 230 W. TASMAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2018
(Street)
SAN JOSE, CA95134
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 01/05/2018 D 54,465 D 0 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
Employee Stock Option (right to buy) $ 3.6 01/05/2018 D 25,000 ( 2 ) 12/22/2018 Common Stock 25,000 $ 0 0 D
Employee Stock Option (right to buy) $ 14.9 01/05/2018 D 4,167 ( 3 ) 04/09/2024 Common Stock 4,167 $ 0 0 D
Employee Stock Option (right to buy) $ 13.09 01/05/2018 D 45,313 ( 4 ) 05/09/2026 Common Stock 45,313 $ 0 0 D
Employee Stock Option (right to buy) $ 14.9 01/05/2018 D 45,833 ( 5 ) 04/09/2024 Common Stock 45,833 $ 0 0 D
Employee Stock Option (right to buy) $ 13.09 01/05/2018 D 29,687 ( 6 ) 05/09/2026 Common Stock 29,687 $ 0 0 D
Employee Stock Option (right to buy) $ 17 01/05/2018 D 4,000 ( 7 ) 01/24/2020 Common Stock 4,000 $ 0 0 D
Employee Stock Option (right to buy) $ 17 01/05/2018 D 8,000 ( 7 ) 02/23/2021 Common Stock 8,000 $ 0 0 D
Employee Stock Option (right to buy) $ 17 01/05/2018 D 4,999 ( 7 ) 10/24/2021 Common Stock 4,999 $ 0 0 D
Employee Stock Option (right to buy) $ 17 01/05/2018 D 18,750 ( 7 ) 03/11/2023 Common Stock 18,750 $ 0 0 D
Employee Stock Option (right to buy) $ 20.43 01/05/2018 D 37,500 ( 8 ) 12/15/2023 Common Stock 37,500 $ 0 0 D
Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 3,125 ( 10 ) ( 10 ) Common Stock 3,125 $ 0 0 D
Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 21,095 ( 11 ) ( 11 ) Common Stock 21,095 $ 0 0 D
Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 20,625 ( 12 ) ( 12 ) Common Stock 20,625 $ 0 0 D
Performance Stock Units $ 0 ( 9 ) 01/05/2018 D 100,000 ( 13 ) ( 13 ) Common Stock 100,000 $ 0 0 D
Performance Stock Units $ 0 ( 9 ) 01/05/2018 D 23,843 ( 14 ) ( 14 ) Common Stock 23,843 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reeves Donald L. III
C/O ITRON NETWORKED SOLUTIONS, INC.
230 W. TASMAN DRIVE
SAN JOSE, CA95134
Chief Technology Officer
Signatures
/s/ Donald L. Reeves, III by Cecilia Hartwig, Attorney-in-Fact 01/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron, Inc. ("Itron") and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), in exchange for the right to receive cash in the amount of $16.25 per share (the "Merger Consideration").
( 2 )This option, which is fully vested, was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $12.65 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
( 3 )This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 983 shares of the common stock of Itron at $63.16 per share.
( 4 )This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 10,690 shares of the common stock of Itron at $55.49 per share.
( 5 )This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $1.35 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
( 6 )This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $3.16 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
( 7 )This option, which is fully vested, was canceled pursuant to the Merger Agreement.
( 8 )This option, which provided for vesting as to 1/4th of the total number of shares on December 16, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.
( 9 )Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
( 10 )These RSUs, which provided for vesting as to 25% of the total RSUs on May 12, 2015 and 6.25% of the total RSUs quarterly thereafter beginning on August 12, 2015, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 737 shares of Itron Common Stock.
( 11 )These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,976 shares of Itron Common Stock.
( 12 )These RSUs, which provided for vesting as to 25% of the total RSUs on August 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on November 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,865 shares of Itron Common Stock.
( 13 )These PSUs were cancelled pursuant to the Merger Agreement.
( 14 )These PSUs were subject to internal financial performance conditions that were deemed satisfied in full pursuant to the Merger Agreement. As a result, these PSUs were exchanged for RSUs to receive 5,624 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.

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