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).
1. Name and Address of Reporting Person*
CADIEUX MICHEL

(Last) (First) (Middle)
2111 N. MOLTER ROAD

(Street)
LIBERTY LAKE WA 99019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITRON, INC. [ ITRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, HR
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2020
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)
Code V Amount (A) or (D) Price
Common Stock 10/06/2020 M 12,686(1) A $40.05 49,266 D
Common Stock 10/06/2020 M 2,496(1) A $40.05 51,782 D
Common Stock 10/06/2020 S 21,723(2) D $65(3) 30,059 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $40.05 10/06/2020 M 12,686(1) (4) 02/24/2026 Common Stock 12,686 $0 2,496 D
Stock Option (Right to Buy) $40.05 10/06/2020 M 2,496(1) (4) 02/24/2026 Common Stock 2,496 $0 0 D
Explanation of Responses:
1. Represents the number of stock options exercised under a Rule 10b5-1 Trading Plan entered into previously.
2. Represents number of shares sold under a Rule 10b5-1 Trading Plan entered into previously.
3. Represents weighted average price. Shares were sold in multiple transactions at prices ranging from $65.00 to $65.08, inclusive. Reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges specified.
4. One-third of the option is exercisable on each of February 24, 2017, February 24, 2018, and February 24, 2019
/s/ Sarah E. Hlavinka, attorney-in-fact for Mr. Cadieux 10/08/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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