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