ITRI

SEC source: 0000899243-19-005581 · doc4.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · SVP, HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,479

F1 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005580 · doc4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · EVP, COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,244

F1 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005051 · doc4.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,722

F1 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005575 · doc4a.xml · nonDerivative · entry 1

Hooper Joan S · CIK 0001316978 · SVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,955

F1 · date: This amendment is being filed to replace the transaction reported with a transaction date of February 22, 2019 on the original filing in its entirety.

F2 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005573 · doc4a.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · SVP, HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,829

F1 · date: This amendment is being filed to replace the transaction reported with a transaction date of February 22, 2019 on the original filing in its entirety.

F2 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005571 · doc4a.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 113,379

F1 · date: This amendment is being filed to replace the transaction reported with a transaction date of February 22, 2019 on the original filing in its entirety.

F2 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-005569 · doc4a.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · EVP, COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 114,920

F1 · date: This amendment is being filed to replace the transaction reported with a transaction date of February 22, 2019 on the original filing in its entirety.

F2 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-19-004778 · doc4.xml · nonDerivative · entry 2

Hooper Joan S · CIK 0001316978 · SVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,955

F2 · shares: Represents shares withheld to satisfy the filer's tax obligations.

SEC source: 0000899243-19-004773 · doc4.xml · nonDerivative · entry 3

CADIEUX MICHEL · CIK 0001390391 · SVP, HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,832

F2 · shares: Represents shares withheld to satisfy the filer's tax obligations.

SEC source: 0000899243-19-004768 · doc4.xml · nonDerivative · entry 2

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 113,385

F1 · shares: Represents shares withheld to satisfy the filer's tax obligations.

SEC source: 0000899243-19-004764 · doc4.xml · nonDerivative · entry 3

Deitrich Thomas · CIK 0001417291 · EVP, COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 114,924

F2 · shares: Represents shares withheld to satisfy the filer's tax obligations.

SEC source: 0000899243-19-004778 · doc4.xml · nonDerivative · entry 1

Hooper Joan S · CIK 0001316978 · SVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,332

F1 · shares: These restricted stock units were awarded on February 21, 2019 and will vest in one-third annual increments beginning February 21, 2020.

SEC source: 0000899243-19-004776 · doc4.xml · nonDerivative · entry 1

Hlavinka Sarah E. · CIK 0001433554 · SVP. Gen. Counsel & Corp. Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,124

F1 · shares: These restricted stock units were awarded on February 21, 2019 and will vest in one-third annual increments beginning February 21, 2020.

SEC source: 0000899243-19-004773 · doc4.xml · nonDerivative · entry 2

CADIEUX MICHEL · CIK 0001390391 · SVP, HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,063

F1 · shares: These restricted stock units were awarded on February 21, 2019 and will vest in one-third annual increments beginning February 21, 2020.

SEC source: 0000899243-19-004773 · doc4.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · SVP, HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,496

SEC source: 0000899243-19-004768 · doc4.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,970

SEC source: 0000899243-19-004764 · doc4.xml · nonDerivative · entry 2

Deitrich Thomas · CIK 0001417291 · EVP, COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,904

F1 · shares: These restricted stock units were awarded on February 21, 2019 and will vest in one-third annual increments beginning February 21, 2020.

SEC source: 0000899243-19-004764 · doc4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · EVP, COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,487

SEC source: 0000899243-19-001907 · doc4.xml · nonDerivative · entry 1

Ziegler Lynda L. · CIK 0001569924 · Director · Chair of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,414

F1 · shares: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan entered into previously by the reporting person.

SEC source: 0001127602-19-001418 · form4.xml · nonDerivative · entry 1

Tremblay Diana D · CIK 0001642834 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,436

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-19-001415 · form4.xml · nonDerivative · entry 1

GLANVILLE THOMAS S · CIK 0001192319 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,789

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-19-001414 · form4.xml · nonDerivative · entry 1

Pelino Daniel S · CIK 0001623446 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,110

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-19-001399 · form4.xml · nonDerivative · entry 1

JAEHNERT FRANK M · CIK 0001222849 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,436

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service. Mr. Jaehnert deferred receipt of 520 shares of common stock pursuant to Itron's Executive Deferred Compensation Plan.

SEC source: 0001127602-19-001413 · form4.xml · nonDerivative · entry 1

LEYDEN TIMOTHY M · CIK 0001398362 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,067

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-19-001357 · form4.xml · nonDerivative · entry 1

Ziegler Lynda L. · CIK 0001569924 · Director · Chair of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,764

F1 · shares: Reflects the grant of common stock equal to approximately $32,500 that the Chair of Itron's board of directors receives quarterly as part of her annual compensation for board service.

SEC source: 0001127602-18-036622 · form4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · Exec VP and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,681

F1 · shares: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

SEC source: 0000899243-18-029494 · doc4.xml · nonDerivative · entry 2

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,086,532

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-029494 · doc4.xml · nonDerivative · entry 1

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,093,559

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-029168 · doc4.xml · nonDerivative · entry 3

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,105,391

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-029168 · doc4.xml · nonDerivative · entry 2

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,122,528

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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.

F3 · ownership.nature: 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.

SEC source: 0001127602-18-033411 · form4.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,305

SEC source: 0000899243-18-029168 · doc4.xml · nonDerivative · entry 1

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,134,442

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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.

F3 · ownership.nature: 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.

SEC source: 0001127602-18-033411 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,305

SEC source: 0000899243-18-028746 · doc4.xml · nonDerivative · entry 4

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,160,569

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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, Scopia Management, Scopia Inc. and 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 Scopia Management's right to receive performance-based allocations and their investments in the Investment Vehicles.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-028746 · doc4.xml · nonDerivative · entry 3

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,177,917

F4 · balance_after: As of June 30, 2018, Scopia Management ceased to serve as the investment adviser to a certain separately managed account which held 84,721 shares of the Issuer's common stock. On such date, Scopia Management ceased to exercise voting and investment power over such shares and the Reporting Persons ceased to have beneficial ownership of such shares. Due to an oversight, the Form 4 filed on October 3, 2018 did not account for the resulting decrease in Column 5 of Table I, which should have reflected a total of 5,237,263 shares rather than 5,321,984 shares. This Form 4 reflects the decrease in Column 5 of Table I.

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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, Scopia Management, Scopia Inc. and 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 Scopia Management's right to receive performance-based allocations and their investments in the Investment Vehicles.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-028746 · doc4.xml · nonDerivative · entry 2

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,203,787

F4 · balance_after: As of June 30, 2018, Scopia Management ceased to serve as the investment adviser to a certain separately managed account which held 84,721 shares of the Issuer's common stock. On such date, Scopia Management ceased to exercise voting and investment power over such shares and the Reporting Persons ceased to have beneficial ownership of such shares. Due to an oversight, the Form 4 filed on October 3, 2018 did not account for the resulting decrease in Column 5 of Table I, which should have reflected a total of 5,237,263 shares rather than 5,321,984 shares. This Form 4 reflects the decrease in Column 5 of Table I.

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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, Scopia Management, Scopia Inc. and 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 Scopia Management's right to receive performance-based allocations and their investments in the Investment Vehicles.

F3 · ownership.nature: 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.

SEC source: 0000899243-18-028746 · doc4.xml · nonDerivative · entry 1

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,233,110

F4 · balance_after: As of June 30, 2018, Scopia Management ceased to serve as the investment adviser to a certain separately managed account which held 84,721 shares of the Issuer's common stock. On such date, Scopia Management ceased to exercise voting and investment power over such shares and the Reporting Persons ceased to have beneficial ownership of such shares. Due to an oversight, the Form 4 filed on October 3, 2018 did not account for the resulting decrease in Column 5 of Table I, which should have reflected a total of 5,237,263 shares rather than 5,321,984 shares. This Form 4 reflects the decrease in Column 5 of Table I.

F1 · ownership.nature: Shares of common stock of Itron, Inc. (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.

F2 · ownership.nature: (Continued from Footnote 1) 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, Scopia Management, Scopia Inc. and 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 Scopia Management's right to receive performance-based allocations and their investments in the Investment Vehicles.

F3 · ownership.nature: 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.

SEC source: 0001127602-18-029921 · form4.xml · nonDerivative · entry 1

Ziegler Lynda L. · CIK 0001569924 · Director · Chair of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,088

F1 · shares: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan entered into previously by the reporting person.

SEC source: 0001127602-18-029479 · form4.xml · nonDerivative · entry 1

Ziegler Lynda L. · CIK 0001569924 · Director · Chair of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,438

F1 · shares: Reflects the grant of common stock equal to approximately $32,500 that the Chair of Itron's board of directors receives quarterly as part of her annual compensation for board service.

SEC source: 0001127602-18-029416 · form4.xml · nonDerivative · entry 1

Tremblay Diana D · CIK 0001642834 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,916

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-18-029401 · form4.xml · nonDerivative · entry 1

GLANVILLE THOMAS S · CIK 0001192319 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,269

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-18-029397 · form4.xml · nonDerivative · entry 1

LEYDEN TIMOTHY M · CIK 0001398362 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,547

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-18-029395 · form4.xml · nonDerivative · entry 1

Pelino Daniel S · CIK 0001623446 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,590

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001567619-18-003640 · doc1.xml · nonDerivative · entry 1

SCOPIA CAPITAL MANAGEMENT LP · CIK 0001279150 · 10% owner

Scopia Management, Inc. · CIK 0001665995 · 10% owner

SIROVICH MATTHEW · CIK 0001431208 · 10% owner

MINDICH JEREMY · CIK 0001431207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,321,984

F1 · kind: 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.

F1 · price: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: (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.

F4 · ownership.nature: 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.

SEC source: 0001127602-18-029393 · form4.xml · nonDerivative · entry 1

JAEHNERT FRANK M · CIK 0001222849 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,916

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-18-027804 · form4.xml · derivative · entry 3

McConnell Sarah H · CIK 0001433554 · SVP, Gen. Counsel & Corp. Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,800

Underlying: Common Stock · 8,800 shares

Expires 2028-09-12

F3 · derivative.exercise_date: One-third of the option is exercisable on each of September 12, 2019, September 12, 2020, and September 12, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-027804 · form4.xml · nonDerivative · entry 2

McConnell Sarah H · CIK 0001433554 · SVP, Gen. Counsel & Corp. Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,557

F2 · shares: The award vests on September 12, 2019, subject to the terms of the award agreement.

SEC source: 0001127602-18-027804 · form4.xml · nonDerivative · entry 1

McConnell Sarah H · CIK 0001433554 · SVP, Gen. Counsel & Corp. Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,016

F1 · shares: The award vests on each of September 12, 2019, September 12, 2020, and September 12, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-026256 · form4.xml · derivative · entry 7

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,569

Underlying: Common Stock · 16,694 shares

Expires 2024-02-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents the number of stock options exercised under a Rule 10b5-1 Trading Plan entered into previously.

F3 · derivative.exercise_date: This award was granted on February 21, 2014 with one-third of the option becoming exercisable on each of February 21, 2015, February 21, 2016, and February 21, 2017.

SEC source: 0001127602-18-026256 · form4.xml · nonDerivative · entry 5

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,647

F2 · shares: Represents the number of shares sold under a Rule 10b5-1 Trading Plan entering into previously.