SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SUBIN NEIL S

(Last)

(First)

(Middle)

3300 SOUTH DIXIE HIGHWAY

SUITE 1-365

(Street)

WEST PALM BEACH

33405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITERIS, INC. [ ITI ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/17/2018		S		2,085	D	$7.5427⁽¹⁾	97,915⁽²⁾⁽³⁾	I	By Trust A-2 - Lloyd I. Miller
Common Stock	01/17/2018		S		26,090	D	$7.5427⁽¹⁾	1,225,036⁽²⁾⁽³⁾	I	By LIM III - Trust A-4
Common Stock	01/17/2018		S		26,090	D	$7.5427⁽¹⁾	1,225,035⁽²⁾⁽³⁾	I	By MBM - Trust A-4
Common Stock	01/17/2018		S		4,039	D	$7.5427⁽¹⁾	189,675⁽²⁾⁽³⁾	I	By Trust C - Lloyd I. Miller
Common Stock	01/17/2018		S		1,204	D	$7.5427⁽¹⁾	56,516⁽²⁾⁽³⁾	I	By Trust D - Lloyd I. Miller
Common Stock	01/17/2018		S		829	D	$7.5427⁽¹⁾	41,914⁽²⁾⁽³⁾	I	By Lloyd I. Miller, III Revocable Trust
Common Stock	01/17/2018		S		30,372	D	$7.5427⁽¹⁾	1,426,151⁽²⁾⁽³⁾	I	By Milfam II L.P.
Common Stock	01/17/2018		S		7,761	D	$7.5427⁽¹⁾	364,414⁽²⁾⁽³⁾	I	By Milfam I L.P.
Common Stock	01/17/2018		S		671	D	$7.5427⁽¹⁾	31,519⁽²⁾⁽³⁾	I	By LIMFAM LLC

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $7.485 to $7.615 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

2. Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.

3. Mr. Neil Subin has succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller family trusts. There has been no acquisition transaction by the reporting person with respect to the securities reported herein within the meaning of Section 16 of the Securities Exchange Act.

Remarks:

	/s/ Paul N. Silverstein Attorney-in-fact	01/19/2018
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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