SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HOLLERAN JOHN W

(Last)

(First)

(Middle)

2111 N MOLTER ROAD

(Street)

LIBERTY LAKE

99019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

3. Issuer Name and Ticker or Trading Symbol
ITRON INC /WA/ [ ITRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP and COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	46,466	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	02/22/2017	Common Stock	20,000	$62.52	D
Stock Option (Right to Buy)	⁽²⁾	05/14/2017	Common Stock	20,000	$67.43	D
Stock Option (Right to Buy)	⁽³⁾	05/05/2018	Common Stock	20,000	$95.78	D
Stock Option (Right to Buy)	⁽⁴⁾	02/24/2021	Common Stock	8,810	$56.65	D
Stock Option (Right to Buy)	⁽⁵⁾	02/16/2022	Common Stock	11,398	$48.23	D
Stock Option (Right to Buy)	⁽⁶⁾	02/11/2020	Common Stock	8,610	$61.56	D

Explanation of Responses:

1. 33-1/3% of options become exercisable on 2/22/08 and an additional 33-1/3% on each of 2/22/09 and 2/22/10.

2. 33-1/3% of options become exercisable on 5/14/08 and an additional 33-1/3% on each of 5/14/09 and 5/14/10.

3. 33-1/3% of options become exercisable on 5/5/09 and an additional 33-1/3% on each of 5/5/10 and 5/5/11.

4. 33 1/3% of the option vests on each of February 24, 2012, February 24, 2013, and February 24, 2014.

5. 33 1/3 % of the option is exercisble on each of February 16, 2013, February 16, 2014, and February 16, 2015.

6. 33 1/3% of the option is exercisable on each of February 11, 2011, February 11, 2012, and February 11, 2013

	Carol C. Cameron, attorney-in-fact for Mr. Holleran	01/08/2013
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.