SEC FORM 4

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^*

Reeves Donald L. III

(Last)

(First)

(Middle)

C/O ITRON NETWORKED SOLUTIONS, INC.

230 W. TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Itron Networked Solutions, Inc. [ SSNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2018		D		54,465	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$3.6	01/05/2018		D			25,000	⁽²⁾	12/22/2018	Common Stock	25,000	$0	0	D
Employee Stock Option (right to buy)	$14.9	01/05/2018		D			4,167	⁽³⁾	04/09/2024	Common Stock	4,167	$0	0	D
Employee Stock Option (right to buy)	$13.09	01/05/2018		D			45,313	⁽⁴⁾	05/09/2026	Common Stock	45,313	$0	0	D
Employee Stock Option (right to buy)	$14.9	01/05/2018		D			45,833	⁽⁵⁾	04/09/2024	Common Stock	45,833	$0	0	D
Employee Stock Option (right to buy)	$13.09	01/05/2018		D			29,687	⁽⁶⁾	05/09/2026	Common Stock	29,687	$0	0	D
Employee Stock Option (right to buy)	$17	01/05/2018		D			4,000	⁽⁷⁾	01/24/2020	Common Stock	4,000	$0	0	D
Employee Stock Option (right to buy)	$17	01/05/2018		D			8,000	⁽⁷⁾	02/23/2021	Common Stock	8,000	$0	0	D
Employee Stock Option (right to buy)	$17	01/05/2018		D			4,999	⁽⁷⁾	10/24/2021	Common Stock	4,999	$0	0	D
Employee Stock Option (right to buy)	$17	01/05/2018		D			18,750	⁽⁷⁾	03/11/2023	Common Stock	18,750	$0	0	D
Employee Stock Option (right to buy)	$20.43	01/05/2018		D			37,500	⁽⁸⁾	12/15/2023	Common Stock	37,500	$0	0	D
Restricted Stock Units	$0⁽⁹⁾	01/05/2018		D			3,125	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,125	$0	0	D
Restricted Stock Units	$0⁽⁹⁾	01/05/2018		D			21,095	⁽¹¹⁾	⁽¹¹⁾	Common Stock	21,095	$0	0	D
Restricted Stock Units	$0⁽⁹⁾	01/05/2018		D			20,625	⁽¹²⁾	⁽¹²⁾	Common Stock	20,625	$0	0	D
Performance Stock Units	$0⁽⁹⁾	01/05/2018		D			100,000	⁽¹³⁾	⁽¹³⁾	Common Stock	100,000	$0	0	D
Performance Stock Units	$0⁽⁹⁾	01/05/2018		D			23,843	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	23,843	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron, Inc. ("Itron") and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), in exchange for the right to receive cash in the amount of $16.25 per share (the "Merger Consideration").

2. This option, which is fully vested, was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $12.65 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.

3. This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 983 shares of the common stock of Itron at $63.16 per share.

4. This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was assumed by Itron pursuant to the Merger Agreement and replaced with an option to purchase 10,690 shares of the common stock of Itron at $55.49 per share.

5. This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on April 10, 2015 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $1.35 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.

6. This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on May 10, 2017 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $3.16 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.

7. This option, which is fully vested, was canceled pursuant to the Merger Agreement.

8. This option, which provided for vesting as to 1/4th of the total number of shares on December 16, 2014 and 1/48th of the total number of shares in equal monthly installments thereafter, was canceled pursuant to the Merger Agreement.

9. Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

10. These RSUs, which provided for vesting as to 25% of the total RSUs on May 12, 2015 and 6.25% of the total RSUs quarterly thereafter beginning on August 12, 2015, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 737 shares of Itron Common Stock.

11. These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,976 shares of Itron Common Stock.

12. These RSUs, which provided for vesting as to 25% of the total RSUs on August 10, 2017 and 6.25% of the total RSUs quarterly thereafter beginning on November 10, 2017, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 4,865 shares of Itron Common Stock.

13. These PSUs were cancelled pursuant to the Merger Agreement.

14. These PSUs were subject to internal financial performance conditions that were deemed satisfied in full pursuant to the Merger Agreement. As a result, these PSUs were exchanged for RSUs to receive 5,624 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.

	/s/ Donald L. Reeves, III by Cecilia Hartwig, Attorney-in-Fact	01/09/2018
	** Signature of Reporting Person	Date
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