Sec Form 4 Filing - Weiss Warren M @ 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 Weiss Warren M 2. Issuer Name and Ticker or Trading Symbol Itron Networked Solutions, Inc. [ SSNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% owner (Last) (First) (Middle) 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2018 (Street) MENLO PARK, CA94025 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( 1 ) 10,307,012 D $ 16.25 0 I By Foundation Capital IV, L.P. ( 2 ) Common Stock 01/05/2018 D( 1 ) 686 D $ 16.25 0 I By Foundation Capital, LLC ( 3 ) Common Stock 01/05/2018 D( 1 ) 84,866 D $ 16.25 0 I By: FC IV Active Advisors Fund, LLC ( 2 ) Common Stock 01/05/2018 D( 1 ) 91,204 D $ 16.25 0 I By: Foundation Capital IV Principals Fund, LLC ( 2 ) Common Stock 01/05/2018 D( 1 ) 56,465 D $ 16.25 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 Restricted Stock Units ( 4 ) 01/05/2018 D( 5 ) 19,283 ( 5 ) ( 5 ) Common Stock 19,283 $ 16.25 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weiss Warren M 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Former 10% owner Signatures /s/ Warren M. Weiss 01/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017, by and among the Issuer, Itron, Inc. and Ivory Merger Sub, Inc. (the "Merger Agreement") in exchange for cash consideration of $16.25 per share. ( 2 )The Reporting Person is a managing member of Foundation Capital Management Co. IV, LLC. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 3 )The Reporting Person is a manager of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 4 )Each RSU represented a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 5 )Pursuant to the Merger Agreement, the vesting of restricted stock units for an aggregate of 19,283 shares was accelerated immediately prior to the effective time of the merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $16.25 per share.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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