0000899243-18-028746.txt : 20181113 0000899243-18-028746.hdr.sgml : 20181113 20181113174109 ACCESSION NUMBER: 0000899243-18-028746 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181108 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 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: 181179418 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 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: 181179419 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: SIROVICH MATTHEW CENTRAL INDEX KEY: 0001431208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 181179420 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: MINDICH JEREMY CENTRAL INDEX KEY: 0001431207 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 181179421 MAIL ADDRESS: STREET 1: C/O SCOPIA MANAGEMENT INC STREET 2: 450 SEVENTH AVENUE, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10123 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-08 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 2018-11-08 4 S 0 4153 56.0658 D 5233110 I See Footnotes Common Stock 2018-11-09 4 S 0 29323 53.9142 D 5203787 I See Footnotes Common Stock 2018-11-12 4 S 0 25870 53.3676 D 5177917 I See Footnotes Common Stock 2018-11-13 4 S 0 17348 53.0171 D 5160569 I See Footnotes Shares of common stock of Itron, Inc. (the "Issuer") that are held in the accounts of several 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 (together, the "Investment Vehicles") for which Scopia Capital Management LP ("Scopia Management") serves as the investment manager. 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. (Continued from Footnote 1) 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. 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 and their investments in the Investment Vehicles. 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. As of June 30, 2018, Scopia Management ceased to serve as the investment adviser to a certain separately managed account which held 84,721 shares of the Issuer's common stock. On such date, Scopia Management ceased to exercise voting and investment power over such shares and the Reporting Persons ceased to have beneficial ownership of such shares. Due to an oversight, the Form 4 filed on October 3, 2018 did not account for the resulting decrease in Column 5 of Table I, which should have reflected a total of 5,237,263 shares rather than 5,321,984 shares. This Form 4 reflects the decrease in Column 5 of Table I. SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director 2018-11-13 SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director 2018-11-13 MATTHEW SIROVICH, Name: /s/ Matthew Sirovich 2018-11-13 JEREMY MINDICH, Name: /s/ Jeremy Mindich 2018-11-13 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:          11/8/18

Name:                                       Matthew Sirovich

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

Date of Event Requiring Statement:          11/8/18

Name:                                       Jeremy Mindich

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

Date of Event Requiring Statement:          11/8/18