0001209191-18-003059.txt : 20180109
0001209191-18-003059.hdr.sgml : 20180109
20180109213620
ACCESSION NUMBER: 0001209191-18-003059
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: Weiss Warren M
CENTRAL INDEX KEY: 0001399347
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35828
FILM NUMBER: 18520234
MAIL ADDRESS:
STREET 1: FOUNDATION CAPITAL
STREET 2: 70 WILLOW ROAD, SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-01-05
1
0001180079
Itron Networked Solutions, Inc.
SSNI
0001399347
Weiss Warren M
250 MIDDLEFIELD ROAD
MENLO PARK
CA
94025
1
0
0
1
Former 10% owner
Common Stock
2018-01-05
4
D
0
10307012
16.25
D
0
I
By Foundation Capital IV, L.P.
Common Stock
2018-01-05
4
D
0
686
16.25
D
0
I
By Foundation Capital, LLC
Common Stock
2018-01-05
4
D
0
84866
16.25
D
0
I
By: FC IV Active Advisors Fund, LLC
Common Stock
2018-01-05
4
D
0
91204
16.25
D
0
I
By: Foundation Capital IV Principals Fund, LLC
Common Stock
2018-01-05
4
D
0
56465
16.25
D
0
D
Restricted Stock Units
2018-01-05
4
D
0
19283
16.25
D
Common Stock
19283
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017, by and among the Issuer, Itron, Inc. and Ivory Merger Sub, Inc. (the "Merger Agreement") in exchange for cash consideration of $16.25 per share.
The Reporting Person is a managing member of Foundation Capital Management Co. IV, LLC. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
The Reporting Person is a manager of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC. As such, the Reporting Person may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
Each RSU represented a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
Pursuant to the Merger Agreement, the vesting of restricted stock units for an aggregate of 19,283 shares was accelerated immediately prior to the effective time of the merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $16.25 per share.
/s/ Warren M. Weiss
2018-01-09