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