SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kreter Todd

(Last)

(First)

(Middle)

1250 S. CAPITAL OF TEXAS HIGHWAY

BUILDING 1, SUITE 330

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITERIS, INC. [ ITI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2024		D		96,645	D⁽¹⁾⁽²⁾	$7.2⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	11/01/2024		D⁽¹⁾			52,155	⁽³⁾	⁽³⁾	Common Stock	52,155	$7.2⁽¹⁾⁽³⁾	0	D
Performance Stock Units	⁽⁴⁾	11/01/2024		D⁽¹⁾			38,664	⁽⁴⁾	⁽⁴⁾	Common Stock	38,664	$7.2⁽¹⁾⁽⁴⁾	0	D
Stock Option (Right to Buy)	$3.13	11/01/2024		D⁽¹⁾			46,296	⁽⁵⁾	12/02/2032	Common Stock	46,296	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$4.06	11/01/2024		D⁽¹⁾			33,204	⁽⁵⁾	07/03/2033	Common Stock	33,204	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$4.16	11/01/2024		D⁽¹⁾			60,000	⁽⁵⁾	12/09/2028	Common Stock	60,000	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$4.21	11/01/2024		D⁽¹⁾			39,362	⁽⁵⁾	06/26/2034	Common Stock	39,362	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$4.8	11/01/2024		D⁽¹⁾			35,000	⁽⁵⁾	11/16/2030	Common Stock	35,000	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$4.91	11/01/2024		D⁽¹⁾			75,000	⁽⁵⁾	03/02/2027	Common Stock	75,000	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$5	11/01/2024		D⁽¹⁾			37,500	⁽⁵⁾	11/18/2031	Common Stock	37,500	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$5.1	11/01/2024		D⁽¹⁾			70,000	⁽⁵⁾	12/09/2029	Common Stock	70,000	⁽¹⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$5.52	11/01/2024		D⁽¹⁾			75,000	⁽⁵⁾	02/15/2028	Common Stock	75,000	⁽¹⁾⁽⁵⁾	0	D

Explanation of Responses:

1. Reflects the disposition of securities pursuant to that certain Agreement and Plan of Merger, dated August 8, 2024, by and among Iteris, Inc. (the "Company"), Almaviva S.p.A ("Parent") and Pantheon Merger Sub Inc. ("Merger Sub"), pursuant to which on November 1, 2024, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation of the merger and as an indirect wholly owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, the shares of common stock, par value $0.10 per share (the "Common Stock"), were automatically canceled and converted into the right to receive $7.20 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration").

3. At the Effective Time, by virtue of the Merger, each restricted stock unit (each, an "RSU") then outstanding became fully vested and was automatically cancelled and converted into the right to receive an amount in cash equal to (x) the total number of shares of Common Stock underlying such RSUs, multiplied by (y) the Merger Consideration. RSUs have no expiration date.

4. At the Effective Time, by virtue of the Merger and pursuant to their terms, each performance stock unit (each, a "PSU") then outstanding become fully vested as to the number of shares of Common Stock listed above and, after giving effect to such vesting, were automatically cancelled and converted into the right to receive an amount in cash equal to (x) the number of vested shares of Common Stock underlying such PSUs, multiplied by (y) the Merger Consideration..

5. At the Effective Time, by virtue of the Merger, each option to purchase shares of Common Stock (each "Stock Option") that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount of cash equal to the product of (x) the total number of shares of Common Stock underlying the Stock Option, multiplied by (y) the excess of the Merger Consideration over the exercise price of such Stock Option.

	/s/ Donald R. Reynolds, as Attorney-in-Fact, for Todd Kreter	11/01/2024
	** Signature of Reporting Person	Date
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