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*
Fundamental Global Investors, LLC

(Last) (First) (Middle)
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITERIS, INC. [ ITI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.10 per share 06/12/2017 S 90,480 D $5.5 357,087(1)(2) I Fundamental Global Partners Master Fund, LP
Common Stock, par value $0.10 per share 06/12/2017 S 94,220 D $5.5 280,258(1)(2) I Fundamental Global Partners, LP
Common Stock, par value $0.10 per share 06/12/2017 S 135,800 D $5.5 1,642,349(1)(2) I RELM Wireless Corporation
Common Stock, par value $0.10 per share 06/13/2017 S 18,270 D $5.47 338,817(1)(2) I Fundamental Global Partners Master Fund, LP
Common Stock, par value $0.10 per share 06/13/2017 S 19,027 D $5.47 261,231(1)(2) I Fundamental Global Partners, LP
Common Stock, par value $0.10 per share 06/13/2017 S 27,421 D $5.47 1,614,928(1)(2) I RELM Wireless Corporation
Common Stock, par value $0.10 per share 06/14/2017 J(3) 88,028 D (3) 250,789(1)(2) I Fundamental Global Partners Master Fund, LP
Common Stock, par value $0.10 per share 10,751(1) 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
1. Name and Address of Reporting Person*
Fundamental Global Investors, LLC

(Last) (First) (Middle)
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RELM WIRELESS CORP

(Last) (First) (Middle)
7100 TECHNOLOGY DRIVE

(Street)
WEST MELBOURNE FL 32904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cerminara Kyle

(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Johnson Lewis M

(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOGLIA JOSEPH H

(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons beneficially own in the aggregate 2,126,948 shares of Common Stock, which represent approximately 6.5% of the Company's outstanding shares of Common Stock. In addition, CWA Asset Management Group, LLC holds 16,050 shares of Common Stock for the accounts of individual investors, which represent approximately 0.5% of the Company's outstanding shares of Common Stock, and Mr. D. Kyle Cerminara, who serves on the Board of Directors of the Company, holds 2,605 shares of Common Stock and 8,146 RSUs granted to him as director compensation. The RSUs vest in full on March 3, 2018, subject to continued service. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners, LP ("FGPP"), Fundamental Global Partners Master Fund, LP ("FGPM") and RELM Wireless Corporation ("RWC").
2. Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPP and FGPM. Due to their positions with RWC, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be a beneficial owners of the shares of Common Stock disclosed as directly owned by RWC. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
3. Withdrawal and redemption in-kind from FGPM to a limited partner.
FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager 06/14/2017
RELM WIRELESS CORP /s/ William P. Kelly, EVP and Chief Financial Officer 06/14/2017
/s/ D. Kyle Cerminara 06/14/2017
/s/ Lewis M. Johnson 06/14/2017
/s/ Joseph H. Moglia 06/14/2017
** 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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