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