0001140361-18-001516.txt : 20180109 0001140361-18-001516.hdr.sgml : 20180109 20180109205047 ACCESSION NUMBER: 0001140361-18-001516 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: Reeves Donald L. III CENTRAL INDEX KEY: 0001571605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35828 FILM NUMBER: 18520185 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 0001571605 Reeves Donald L. III C/O ITRON NETWORKED SOLUTIONS, INC. 230 W. TASMAN DRIVE SAN JOSE CA 95134 0 1 0 0 Chief Technology Officer Common Stock 2018-01-05 4 D 0 54465 D 0 D Employee Stock Option (right to buy) 3.6 2018-01-05 4 D 0 25000 0 D 2018-12-22 Common Stock 25000 0 D Employee Stock Option (right to buy) 14.9 2018-01-05 4 D 0 4167 0 D 2024-04-09 Common Stock 4167 0 D Employee Stock Option (right to buy) 13.09 2018-01-05 4 D 0 45313 0 D 2026-05-09 Common Stock 45313 0 D Employee Stock Option (right to buy) 14.9 2018-01-05 4 D 0 45833 0 D 2024-04-09 Common Stock 45833 0 D Employee Stock Option (right to buy) 13.09 2018-01-05 4 D 0 29687 0 D 2026-05-09 Common Stock 29687 0 D Employee Stock Option (right to buy) 17 2018-01-05 4 D 0 4000 0 D 2020-01-24 Common Stock 4000 0 D Employee Stock Option (right to buy) 17 2018-01-05 4 D 0 8000 0 D 2021-02-23 Common Stock 8000 0 D Employee Stock Option (right to buy) 17 2018-01-05 4 D 0 4999 0 D 2021-10-24 Common Stock 4999 0 D Employee Stock Option (right to buy) 17.00 2018-01-05 4 D 0 18750 0 D 2023-03-11 Common Stock 18750 0 D Employee Stock Option (right to buy) 20.43 2018-01-05 4 D 0 37500 0 D 2023-12-15 Common Stock 37500 0 D Restricted Stock Units 0 2018-01-05 4 D 0 3125 0 D Common Stock 3125 0 D Restricted Stock Units 0 2018-01-05 4 D 0 21095 0 D Common Stock 21095 0 D Restricted Stock Units 0 2018-01-05 4 D 0 20625 0 D Common Stock 20625 0 D Performance Stock Units 0 2018-01-05 4 D 0 100000 0 D Common Stock 100000 0 D Performance Stock Units 0 2018-01-05 4 D 0 23843 0 D Common Stock 23843 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 is fully vested, was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $12.65 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 assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 983 shares of the common stock of Itron at $63.16 per share. 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 assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 10,690 shares of the common stock of Itron at $55.49 per share. 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 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 option, which is fully vested, was canceled pursuant to the Merger Agreement. 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. 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 and exchanged for RSUs to receive 737 shares of Itron Common Stock. 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 and exchanged for RSUs to receive 4,976 shares of Itron Common Stock. These RSUs, which provided for vesting as to 25% of the total RSUs on August 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on November 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,865 shares of Itron Common Stock. These PSUs were cancelled pursuant to the Merger Agreement. 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 5,624 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018. /s/ Donald L. Reeves, III by Cecilia Hartwig, Attorney-in-Fact 2018-01-09