Sec Form 4 Filing - Hlavinka Sarah E. @ ITRON, INC. - 2021-05-28

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 Hlavinka Sarah E. 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. Gen. Counsel & Corp. Sec (Last) (First) (Middle) 2111 N MOLTER RD 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (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 05/28/2021 M 3,016 ( 1 ) A $ 66.3 20,546 D Common Stock 05/28/2021 F 2,065 ( 1 ) D $ 96.88 18,481 D Common Stock 05/28/2021 M 2,850 ( 2 ) A $ 66.3 21,331 D Common Stock 05/28/2021 S 2,304 ( 2 ) D $ 96.16 19,027 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) $ 66.3 05/28/2021 05/28/2021 M 3,016 ( 1 ) ( 3 ) 09/12/2028 Common Stock 3,016 $ 0 1,508 D Stock Option (Right to Buy) $ 66.3 05/28/2021 05/28/2021 M 2,850 ( 2 ) ( 3 ) 09/12/2028 Common Stock 2,850 $ 0 1,426 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hlavinka Sarah E. 2111 N MOLTER RD LIBERTY LAKE, WA99019 SVP. Gen. Counsel & Corp. Sec Signatures /s/ Sarah E. Hlavinka 06/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the exercise of a stock option for a total of 3,016 shares by means of a stock swap pursuant to a Rule 10b5-1 Trading Plan entered into previously. A stock swap is a method of exercising a stock option in which the option holder attests to the ownership of enough shares of stock already owned by the option holder to cover the exercise price of the option being exercised. As a result of this stock swap, the reporting person acquired ownership of an additional 951 shares of common stock. As a result of this transaction, 2,065 shares were withheld to cover the exercise price of the exercised options. ( 2 )Represents the exercise of a stock option for a total of 2,850 shares pursuant to a Rule 10b5-1 Trading Plan entered into previously. As a result of this exercise, the reporting person acquired ownership of an additional 546 shares of common stock. As a result of this transaction, 2,304 shares were sold to cover the exercise price and pay withholding taxes to the respective government agencies. ( 3 )Grant has a graded vesting schedule and date exercisable will vary for each vesting tranche, as previously reported.

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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