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