0001567619-18-003640.txt : 20181003 0001567619-18-003640.hdr.sgml : 20181003 20181003161810 ACCESSION NUMBER: 0001567619-18-003640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 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: 181105252 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: 181105253 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: 181105254 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: 181105255 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 doc1.xml FORM 4 X0306 4 2018-10-01 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 2018-10-01 4 J 0 162905 D 5321984 I See footnotes The transaction reported on this Form 4 represents an in-kind pro rata distribution for no consideration of shares of common stock of Itron, Inc. (the "Issuer") by one of the Investment Vehicles (as defined below) to an investor in such Investment Vehicle. None of the Reporting Persons nor any Investment Vehicle retains a pecuniary interest in such shares of common stock of the Issuer. Shares of common stock of 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 2) 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, 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 the right of an affiliate of Scopia Management to receive performance-based allocations and due to 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. SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director 2018-10-03 SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director 2018-10-03 MATTHEW SIROVICH, Name: /s/ Matthew Sirovich 2018-10-03 JEREMY MINDICH, Name: /s/ Jeremy Mindich 2018-10-03 EX-99.1 2 itron.htm

Name:
Scopia Management, Inc.
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
10/01/18
 
Name:
Matthew Sirovich
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
10/01/18
 
Name:
Jeremy Mindich
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
10/01/18