0001140361-18-001522.txt : 20180109
0001140361-18-001522.hdr.sgml : 20180109
20180109205630
ACCESSION NUMBER: 0001140361-18-001522
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180105
FILED AS OF DATE: 20180109
DATE AS OF CHANGE: 20180109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vaswani Raj
CENTRAL INDEX KEY: 0001571608
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35828
FILM NUMBER: 18520207
MAIL ADDRESS:
STREET 1: 555 BROADWAY STREET
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Itron Networked Solutions, Inc.
CENTRAL INDEX KEY: 0001180079
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 230 W. TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 669-770-4000
MAIL ADDRESS:
STREET 1: 230 W. TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: SILVER SPRING NETWORKS INC
DATE OF NAME CHANGE: 20020813
4
1
doc1.xml
FORM 4
X0306
4
2018-01-05
1
0001180079
Itron Networked Solutions, Inc.
SSNI
0001571608
Vaswani Raj
C/O ITRON NETWORKED SOLUTIONS, INC.
230 W. TASMAN DRIVE
SAN JOSE
CA
95134
0
1
0
0
Co-Founder
Common Stock
2017-12-29
5
G
0
7400
0
D
533853
I
By trust
Common Stock
2017-12-29
5
G
0
7400
0
A
99184
D
Common Stock
2018-01-05
4
D
0
99184
D
0
D
Common Stock
2018-01-05
4
D
0
533853
D
0
I
By trust
Employee Stock Option (right to buy)
3.6
2018-01-05
4
D
0
69083
0
D
2018-12-22
Common Stock
69083
0
D
Employee Stock Option (right to buy)
14.90
2018-01-05
4
D
0
21541
0
D
2024-04-09
Common Stock
21541
0
D
Employee Stock Option (right to buy)
13.09
2018-01-05
4
D
0
19791
0
D
2026-05-09
Common Stock
19791
0
D
Employee Stock Option (right to buy)
14.9
2018-01-05
4
D
0
1959
0
D
2024-04-09
Common Stock
1959
0
D
Employee Stock Option (right to buy)
13.09
2018-01-05
4
D
0
30209
0
D
2026-05-09
Common Stock
30209
0
D
Employee Stock Option (right to buy)
17
2018-01-05
4
D
0
20000
0
D
2020-01-21
Common Stock
20000
0
D
Employee Stock Option (right to buy)
17
2018-01-05
4
D
0
34999
0
D
2021-02-23
Common Stock
34999
0
D
Employee Stock Option (right to buy)
17
2018-01-05
4
D
0
15000
0
D
2023-03-11
Common Stock
15000
0
D
Employee Stock Option (right to buy)
20.43
2018-01-05
4
D
0
12300
0
D
2023-12-15
Common Stock
12300
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
1469
0
D
Common Stock
1469
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
14063
0
D
Common Stock
14063
0
D
Restricted Stock Units
0
2018-01-05
4
D
0
24217
0
D
Common Stock
24217
0
D
Performance Stock Units
0
2018-01-05
4
D
0
100000
0
D
Common Stock
100000
0
D
Performance Stock Units
0
2018-01-05
4
D
0
14234
0
D
Common Stock
14234
0
D
Held by the Raj Vaswani 2017 Charitable Remainder Unitrust, of which the Reporting Person is the trustee.
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").
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.
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.
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.
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 462 shares of the common stock of Itron at $63.13 per share.
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 7,126 shares of the common stock of Itron at $55.49 per share.
This option, which is fully vested, was canceled pursuant to the Merger Agreement.
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.
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 346 shares of Itron Common Stock.
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 3,317 shares of Itron Common Stock.
These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2018 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2018, were cancelled pursuant to the Merger Agreement and exchanged for RSUs to receive 5,713 shares of Itron Common Stock.
These PSUs were cancelled pursuant to the Merger Agreement.
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 3,358 shares of Itron Common Stock, subject to time based vesting annually over 3 years beginning on May 10, 2018.
/s/ Raj Vaswani by Cecilia Hartwig, Attorney-in-Fact
2018-01-09