0001140361-18-001511.txt : 20180109
0001140361-18-001511.hdr.sgml : 20180109
20180109204658
ACCESSION NUMBER: 0001140361-18-001511
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: Gaglione Philippe
CENTRAL INDEX KEY: 0001680040
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35828
FILM NUMBER: 18520180
MAIL ADDRESS:
STREET 1: C/O SILVER SPRING NETWORKS, INC.
STREET 2: 230 W. TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
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
0001680040
Gaglione Philippe
C/O ITRON NETWORKED SOLUTIONS, INC.
230 W. TASMAN DRIVE
SAN JOSE
CA
95134
0
1
0
0
EVP, Research & Development
Common Stock
2018-01-05
4
D
0
3844
D
0
D
Employee Stock Option (right to buy)
13.94
2018-01-05
4
D
0
70000
0
D
2026-04-10
Common Stock
70000
0
D
Employee Stock Option (right to buy)
13.94
2018-01-05
4
D
0
50000
0
D
2026-04-10
Common Stock
50000
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
46875
0
D
Common Stock
46875
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
51463
0
D
Common Stock
51463
0
D
Performance Stock Units
0
2018-01-05
4
D
0
30249
0
D
Common Stock
30249
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").
These shares represent the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 11, 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.
These shares represent the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 11, 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 $2.31 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.
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, 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/ Philippe Gaglione by Cecilia Hartwig, Attorney-in-Fact
2018-01-09