0001140361-18-001508.txt : 20180109
0001140361-18-001508.hdr.sgml : 20180109
20180109204445
ACCESSION NUMBER: 0001140361-18-001508
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180105
FILED AS OF DATE: 20180109
DATE AS OF CHANGE: 20180109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Arnold Richard S. Jr.
CENTRAL INDEX KEY: 0001571546
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35828
FILM NUMBER: 18520177
MAIL ADDRESS:
STREET 1: 555 BROADWAY STREET
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Itron Networked Solutions, Inc.
CENTRAL INDEX KEY: 0001180079
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 230 W. TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 669-770-4000
MAIL ADDRESS:
STREET 1: 230 W. TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: SILVER SPRING NETWORKS INC
DATE OF NAME CHANGE: 20020813
4
1
doc1.xml
FORM 4
X0306
4
2018-01-05
1
0001180079
Itron Networked Solutions, Inc.
SSNI
0001571546
Arnold Richard S. Jr.
C/O ITRON NETWORKED SOLUTIONS, INC.
230 W. TASMAN DRIVE
SAN JOSE
CA
95134
0
1
0
0
General Counsel & Secretary
Common Stock
2018-01-05
4
D
0
21094
D
0
D
Employee Stock Option (right to buy)
20.43
2018-01-05
4
D
0
7500
0
D
2023-12-15
Common Stock
7500
0
D
Employee Stock Option (right to buy)
18.28
2018-01-05
4
D
0
60750
0
D
2023-04-14
Common Stock
60750
0
D
Employee Stock Option (right to buy)
14.90
2018-01-05
4
D
0
625
0
D
2024-04-09
Common Stock
625
0
D
Employee Stock Option (right to buy)
9.6
2018-01-05
4
D
0
834
0
D
2025-03-09
Common Stock
834
0
D
Employee Stock Option (right to buy)
13.09
2018-01-05
4
D
0
833
0
D
2026-05-09
Common Stock
833
0
D
Employee Stock Option (right to buy)
14.9
2018-01-05
4
D
0
2500
0
D
2024-04-09
Common Stock
2500
0
D
Employee Stock Option (right to buy)
9.6
2018-01-05
4
D
0
12500
0
D
2025-03-09
Common Stock
12500
0
D
Employee Stock Option (right to buy)
13.09
2018-01-05
4
D
0
24167
0
D
2026-05-09
Common Stock
24167
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
1875
0
D
Common Stock
1875
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
11250
0
D
Common Stock
11250
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
33299
0
D
Common Stock
33299
0
D
Performance Stock Units
0
2018-01-05
4
D
0
60000
0
D
Common Stock
60000
0
D
Performance Stock Units
0
2018-01-05
4
D
0
19572
0
D
Common Stock
19572
0
D
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").
This option, which provided for vesting as to 1/4th of the total number of shares on December 16, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.
This option, which provided for vesting as to 1/4th of the total number of shares on February 25, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.
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.
This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on March 10, 2016 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 $6.65 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
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.
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 cancelled pursuant to the Merger Agreement.
This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on March 10, 2016 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was cancelled pursuant to the Merger Agreement.
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 cancelled pursuant to the Merger Agreement.
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.
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.
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.
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.
These PSUs were cancelled pursuant to the Merger Agreement.
/s/ Richard S. Arnold, Jr. by Cecilia Hartwig, Attorney-in-Fact
2018-01-09