0000899243-16-035329.txt : 20161212 0000899243-16-035329.hdr.sgml : 20161212 20161212190837 ACCESSION NUMBER: 0000899243-16-035329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161208 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2111 N MOLTER ROAD CITY: LIBERTY LAKE STATE: WA ZIP: 99019 BUSINESS PHONE: 5099249900 MAIL ADDRESS: STREET 1: 2111 N MOLTER ROAD CITY: LIBERTY LAKE STATE: WA ZIP: 99019 FORMER COMPANY: FORMER CONFORMED NAME: ITRON INC DATE OF NAME CHANGE: 19920724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MINDICH JEREMY CENTRAL INDEX KEY: 0001431207 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 162047379 MAIL ADDRESS: STREET 1: C/O SCOPIA MANAGEMENT INC STREET 2: 450 SEVENTH AVENUE, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIROVICH MATTHEW CENTRAL INDEX KEY: 0001431208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 162047380 MAIL ADDRESS: STREET 1: C/O SCOPIA MANAGEMENT INC STREET 2: 450 SEVENTH AVENUE, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scopia Management, Inc. CENTRAL INDEX KEY: 0001665995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 162047381 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-370-0303 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCOPIA CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001279150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 162047382 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-370-0303 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: SCOPIA CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20130211 FORMER NAME: FORMER CONFORMED NAME: SCOPIA FUND MANAGEMENT LLC DATE OF NAME CHANGE: 20130116 FORMER NAME: FORMER CONFORMED NAME: SCOPIA FUND MANAGEMENT, LLC DATE OF NAME CHANGE: 20120410 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-08 0 0000780571 ITRON INC /WA/ ITRI 0001279150 SCOPIA CAPITAL MANAGEMENT LP 152 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 0001665995 Scopia Management, Inc. 152 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 0001431208 SIROVICH MATTHEW 152 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 0001431207 MINDICH JEREMY 152 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2016-12-08 4 X 1 11316 37.398 A 4569703 I See Footnotes Common Stock 2016-12-08 4 J 1 11316 64.1287 D 4558387 I See Footnotes Common Stock 2016-12-08 4 X 1 161487 35.5452 A 4719874 I See Footnotes Common Stock 2016-12-08 4 J 1 161487 64.1287 D 4558387 I See Footnotes Cash-Settled Total Return Swap 37.398 2016-12-08 4 X 1 1 D 2016-12-08 Common Stock 11316 0 I See Footnotes Cash-Settled Total Return Swap 35.5452 2016-12-08 4 X 1 1 D 2016-12-08 Common Stock 161487 0 I See Footnotes On December 8, 2016, upon the settlement of certain cash-settled total return swap agreements (the "Swap Agreements") by and between certain investment funds, including Scopia Long LLC, Scopia Windmill Fund LP, Scopia LB LLC, Scopia International Master Fund LP, Scopia PX LLC, Scopia PX International Master Fund LP, Scopia Partners LLC, Scopia LB International Master Fund LP, Scopia Long International Master Fund LP and Scopia Long QP LLC, and a certain managed account (together, the "Investment Vehicles") for which Scopia Capital Management LP ("Scopia Management") serves as the investment manager, and an unaffiliated third party financial institution (the "Third Party"), the Third Party paid to the Investment Vehicles the difference between the market price upon the expiration of the Swap Agreements of Itron, Inc. (the "Issuer") common stock for each of the 172,803 shares subject to the Swap Agreements (Continued From Footnote 1) and the $37.398 per share reference price for each of the 11,316 shares referenced in one set of Swap Agreements and the $35.5452 per share reference price for each of the 161,487 shares referenced in the other Swap Agreements. The termination of the Swap Agreements and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. Each of the Investment Vehicles individually holds less than 10% of the Issuer's outstanding shares of common stock. Scopia Management, as the investment manager of the Investment Vehicles, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because Scopia Management has voting and investment power over such securities. In addition, Scopia Management, Inc. ("Scopia Inc."), as general partner of Scopia Management, and Matthew Sirovich and Jeremy Mindich, as Managing Directors of Scopia Inc., may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because each of Scopia Inc., Mr. Sirovich and Mr. Mindich may be deemed to exercise voting and investment power over such securities. (Continued From Footnote 3) Further, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to have a pecuniary interest in a portion of the securities held directly by the Investment Vehicles due to Scopia Management's right to receive performance-based allocations. Each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Scopia Management, Scopia Inc. or Messrs. Sirovich and Mindich is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director 2016-12-12 SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director 2016-12-12 MATTHEW SIROVICH, Name: /s/ Matthew Sirovich 2016-12-12 JEREMY MINDICH, Name: /s/ Jeremy Mindich 2016-12-12 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information


Name:                                   Scopia Management, Inc.

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      12/08/16



Name:                                   Matthew Sirovich

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      12/08/16



Name:                                   Jeremy Mindich

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      12/08/16