Sec Form 4 Filing - Vaswani Raj @ Itron Networked Solutions, Inc. - 2018-01-05

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 Vaswani Raj 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) Co-Founder (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 12/29/2017 G V 7,400 D $ 0 533,853 I By trust ( 1 ) Common Stock 12/29/2017 G V 7,400 A $ 0 99,184 D Common Stock 01/05/2018 D 99,184 D 0 D Common Stock 01/05/2018 D 533,853 D 0 I By trust ( 1 )

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 69,083 ( 3 ) 12/22/2018 Common Stock 69,083 $ 0 0 D Employee Stock Option (right to buy) $ 14.9 01/05/2018 D 21,541 ( 4 ) 04/09/2024 Common Stock 21,541 $ 0 0 D Employee Stock Option (right to buy) $ 13.09 01/05/2018 D 19,791 ( 5 ) 05/09/2026 Common Stock 19,791 $ 0 0 D Employee Stock Option (right to buy) $ 14.9 01/05/2018 D 1,959 ( 6 ) 04/09/2024 Common Stock 1,959 $ 0 0 D Employee Stock Option (right to buy) $ 13.09 01/05/2018 D 30,209 ( 7 ) 05/09/2026 Common Stock 30,209 $ 0 0 D Employee Stock Option (right to buy) $ 17 01/05/2018 D 20,000 ( 8 ) 01/21/2020 Common Stock 20,000 $ 0 0 D Employee Stock Option (right to buy) $ 17 01/05/2018 D 34,999 ( 8 ) 02/23/2021 Common Stock 34,999 $ 0 0 D Employee Stock Option (right to buy) $ 17 01/05/2018 D 15,000 ( 8 ) 03/11/2023 Common Stock 15,000 $ 0 0 D Employee Stock Option (right to buy) $ 20.43 01/05/2018 D 12,300 ( 8 ) 12/15/2023 Common Stock 12,300 $ 0 0 D Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 1,469 ( 10 ) ( 10 ) Common Stock 1,469 $ 0 0 D Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 14,063 ( 11 ) ( 11 ) Common Stock 14,063 $ 0 0 D Restricted Stock Units $ 0 ( 9 ) 01/05/2018 D 24,217 ( 12 ) ( 12 ) Common Stock 24,217 $ 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 14,234 ( 14 ) ( 14 ) Common Stock 14,234 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vaswani Raj C/O ITRON NETWORKED SOLUTIONS, INC. 230 W. TASMAN DRIVE SAN JOSE, CA95134 Co-Founder Signatures /s/ Raj Vaswani by Cecilia Hartwig, Attorney-in-Fact 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by the Raj Vaswani 2017 Charitable Remainder Unitrust, of which the Reporting Person is the trustee. ( 2 )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"). ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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 462 shares of the common stock of Itron at $63.13 per share. ( 7 )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 7,126 shares of the common stock of Itron at $55.49 per share. ( 8 )This option, which is fully vested, 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 346 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 3,317 shares of Itron Common Stock. ( 12 )These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2018 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2018, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 5,713 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 3,358 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.

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