ITRI

SEC source: 0001127602-18-009774 · form4.xml · nonDerivative · entry 1

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,459

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

SEC source: 0001127602-18-009222 · form4.xml · nonDerivative · entry 2

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,358

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

SEC source: 0001127602-18-009219 · form4.xml · nonDerivative · entry 4

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,647

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

SEC source: 0001127602-18-009219 · form4.xml · nonDerivative · entry 3

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 103,609

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

SEC source: 0001127602-18-009219 · form4.xml · nonDerivative · entry 2

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,535

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

SEC source: 0001127602-18-009220 · form4.xml · nonDerivative · entry 2

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,098

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

SEC source: 0001127602-18-009222 · form4.xml · nonDerivative · entry 1

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,327

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

SEC source: 0001127602-18-009221 · form4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · Exec VP and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,451

SEC source: 0001127602-18-009219 · form4.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 108,326

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

SEC source: 0001127602-18-009220 · form4.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,429

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

SEC source: 0001127602-18-008580 · form4.xml · derivative · entry 3

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,017

Underlying: Common Stock · 3,017 shares

Expires 2028-02-22

F2 · derivative.exercise_date: One-third of the option is exercisable on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008580 · form4.xml · nonDerivative · entry 2

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,043

SEC source: 0001127602-18-008580 · form4.xml · nonDerivative · entry 1

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,125

F1 · shares: One-third of the award vests on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008577 · form4.xml · derivative · entry 2

Deitrich Thomas · CIK 0001417291 · Exec VP and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,116

Underlying: Common Stock · 20,116 shares

Expires 2028-02-22

F2 · derivative.exercise_date: One-third of the option is exercisable on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008577 · form4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · Exec VP and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,991

F1 · shares: One-third of the award vests on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008575 · form4.xml · derivative · entry 4

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,208

Underlying: Common Stock · 36,208 shares

Expires 2028-02-22

F2 · derivative.exercise_date: One-third of the option is exercisable on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008575 · form4.xml · nonDerivative · entry 2

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,353

SEC source: 0001127602-18-008575 · form4.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 114,340

F1 · shares: One-third of the award vests on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008572 · form4.xml · derivative · entry 3

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,046

Underlying: Common Stock · 8,046 shares

Expires 2028-02-22

F2 · derivative.exercise_date: One-third of the option is exercisable on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008572 · form4.xml · nonDerivative · entry 2

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,128

F1 · shares: One-third of the award vests on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-008572 · form4.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,242

SEC source: 0001127602-18-036480 · form4.xml · derivative · entry 2

Hooper Joan S · CIK 0001316978 · Sr. VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,058

Underlying: Common Stock · 10,058 shares

Expires 2028-02-22

F2 · derivative.exercise_date: One-third of the option is exercisable on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-036480 · form4.xml · nonDerivative · entry 1

Hooper Joan S · CIK 0001316978 · Sr. VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,678

F1 · shares: One-third of the award vests on each of February 22, 2019, February 22, 2020, and February 22, 2021, subject to the terms of the award agreement.

SEC source: 0001127602-18-007876 · form4.xml · nonDerivative · entry 2

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,997

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

SEC source: 0001127602-18-007876 · form4.xml · nonDerivative · entry 1

MEZEY PHILIP · CIK 0001275552 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,327

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

SEC source: 0001127602-18-007807 · form4.xml · nonDerivative · entry 1

CADIEUX MICHEL · CIK 0001390391 · Sr. VP - HR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,654

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

SEC source: 0001127602-18-007804 · form4.xml · nonDerivative · entry 1

Votava Shannon M. · CIK 0001537929 · Sr.VP/General Counsel/Corp Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,175

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

SEC source: 0000899243-18-000268 · 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: 5,222,140

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0001127602-18-001201 · form4.xml · nonDerivative · entry 1

GLANVILLE THOMAS S · CIK 0001192319 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,090

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: 0001127602-18-001200 · form4.xml · nonDerivative · entry 1

Mainz Peter · CIK 0001662805 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,981

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. Mainz deferred receipt of 360 shares of common stock pursuant to Itron's Executive Deferred Compensation Plan.

SEC source: 0001127602-18-001196 · form4.xml · nonDerivative · entry 1

Pelino Daniel S · CIK 0001623446 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,411

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: 0001127602-18-001199 · form4.xml · nonDerivative · entry 1

DYESS KIRBY · CIK 0001197165 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,587

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. Ms. Dyess deferred receipt of 360 shares of common stock pursuant to Itron's Executive Deferred Compensation Plan.

SEC source: 0001127602-18-001195 · form4.xml · nonDerivative · entry 1

LEYDEN TIMOTHY M · CIK 0001398362 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,368

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: 0001127602-18-001194 · 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: 12,882

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: 0001127602-18-001193 · form4.xml · nonDerivative · entry 1

JAEHNERT FRANK M · CIK 0001222849 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,737

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: 0001127602-18-001192 · form4.xml · nonDerivative · entry 1

Tremblay Diana D · CIK 0001642834 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,737

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: 0000899243-18-000268 · 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: 5,213,770

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029727 · 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: 5,200,270

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029727 · 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: 5,187,849

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029617 · 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: 5,176,534

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029617 · 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: 5,161,635

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029467 · 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: 5,154,705

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029467 · 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: 5,132,681

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-029071 · 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: 5,115,780

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0000899243-17-028610 · 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: 5,113,620

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0001127602-17-034560 · form4.xml · nonDerivative · entry 1

Deitrich Thomas · CIK 0001417291 · Exec VP and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,776

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

SEC source: 0000899243-17-028610 · 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: 5,112,123

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Scopia Capital Management LP ("Scopia Management") on December 8, 2017.

F2 · 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, and a certain managed account (together, the "Investment Vehicles") for which 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, 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.

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: 0001140361-17-045486 · doc1.xml · nonDerivative · entry 8

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: 5,100,140

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, and a certain managed account (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.

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: 0001140361-17-045486 · doc1.xml · nonDerivative · entry 7

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: 5,093,440

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, and a certain managed account (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.

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: 0001140361-17-045486 · doc1.xml · nonDerivative · entry 6

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: 5,039,535

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, and a certain managed account (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.

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.