0000921895-16-003965.txt : 20160404
0000921895-16-003965.hdr.sgml : 20160404
20160404191446
ACCESSION NUMBER: 0000921895-16-003965
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160331
FILED AS OF DATE: 20160404
DATE AS OF CHANGE: 20160404
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: 161552602
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: 161552603
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: 161552604
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: 161552605
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
form406777015_04042016.xml
OWNERSHIP DOCUMENT
X0306
4
2016-03-31
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
C/O SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK
NY
10019
0
0
1
0
0001431207
MINDICH JEREMY
C/O SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK
NY
10019
0
0
1
0
Common Stock
2016-03-31
4
P
0
12709
41.8070
A
4487792
I
See Footnote
Common Stock
2016-03-31
4
S
0
12618
41.7610
D
4475174
I
See Footnote
Common Stock
2016-03-31
4
S
0
91
41.7610
D
4475083
I
See Footnote
Common Stock
2016-04-01
4
P
0
50001
41.8124
A
4525084
I
See Footnote
Common Stock
2016-04-01
4
S
0
49643
41.7753
D
4475441
I
See Footnote
Common Stock
2016-04-01
4
S
0
357
41.7753
D
4475084
I
See Footnote
This Form 4 is filed jointly by Scopia Capital Management LP ("Scopia Management"), Scopia Management, Inc. ("Scopia Inc."), Matthew Sirovich and Jeremy Mindich. The securities reported in this Form 4 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, and a certain managed account (together, the "Investment Vehicles") for which Scopia Management serves as the investment manager and each of which individually owns less than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.
Each Reporting Person 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 Reporting Person 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.
Securities held in the accounts of the Investment Vehicles. Each of Scopia Management, as the investment manager of the Investment Vehicles, Scopia Inc. as the general partner of Scopia Management, and Messrs. Sirovich and Mindich, as the Managing Directors of Scopia Inc., may be deemed to beneficially own the securities held by the Investment Vehicles.
Purchases by certain of the Investment Vehicles of an aggregate of 8,671 shares on February 8, 2016 at a price of $34.2852 and 3,947 shares on February 9, 2016 at a price of $34.3278 have been matched against sales on March 31, 2016 by certain of the Investment Vehicles of an aggregate of 12,618 shares at a price of $41.7610. The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale price that the Investment Vehicles received for the sale of shares after taking into account the transactions described in Footnote 6. The Reporting Persons have agreed to pay the Issuer $6,152.94, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.
Represents a sale of Common Stock by a certain managed account in which the Reporting Persons do not have a pecuniary interest by virtue of Rule 16a-1(a)(2)(ii)(C) of the Securities Exchange Act of 1934, as amended.
Purchases by certain of the Investment Vehicles of an aggregate of 31,000 shares on February 11, 2016 at a price of $33.7076, 9,030 shares on February 5, 2016 at a price of $34.1753 and 9,613 shares on February 8, 2016 at a price of $34.2852 have been matched against sales on April 1, 2016 by certain of the Investment Vehicles of an aggregate of 49,643 shares at a price of $41.7753. The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale price that the Investment Vehicles received for the sale of shares. The Reporting Persons have agreed to pay the Issuer $25,532.01, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transaction.
Such sales by the Investment Vehicles represent standard rebalancing transactions made in the ordinary course of business.
Scopia Capital Management LP; By: Scopia Management, Inc.; By: /s/ Matthew Sirovich, Managing Director
2016-04-04
Scopia Management, Inc.; By: /s/ Matthew Sirovich, Managing Director
2016-04-04
/s/ Matthew Sirovich
2016-04-04
/s/ Jeremy Mindich
2016-04-04