0001140361-18-001510.txt : 20180109 0001140361-18-001510.hdr.sgml : 20180109 20180109204613 ACCESSION NUMBER: 0001140361-18-001510 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: Fallon Catriona M. CENTRAL INDEX KEY: 0001649289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35828 FILM NUMBER: 18520179 MAIL ADDRESS: STREET 1: C/O MARIN SOFTWARE INCORPORATED STREET 2: 123 MISSION STREET, 25TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 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 0001649289 Fallon Catriona M. C/O ITRON NETWORKED SOLUTIONS, INC. 230 W. TASMAN DRIVE SAN JOSE CA 95134 0 1 0 0 Chief Financial Officer Employee Stock Option (right to buy) 10.95 2018-01-05 4 D 0 65000 0 D 2027-04-09 Common Stock 65000 0 D Restricted Stock Units 0 2018-01-05 4 D 0 36000 0 D Common Stock 36000 0 D Performance Stock Units 0 2018-01-05 4 D 0 26000 0 D Common Stock 26000 0 D This option, which provided for vesting as to 1/4th of the total number of shares on April 10, 2018 and 1/48th of the total number of shares in equal monthly installments thereafter, was assumed by Itron, Inc. ("Itron") pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), and replaced with an option to purchase 15,334 shares of the common stock of Itron at $46.41 per share. 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 10, 2018 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2018, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 8,493 shares of Itron Common Stock. These PSUs were subject to internal financial performance conditions that were deemed satisfied in full pursuant to the Merger Agreement. As a result, these PSUs were exchanged for RSUs to receive 6,133 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018. /s/ Catriona Fallon by Cecilia Hartwig, Attorney-in-Fact 2018-01-09