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Filing Details

Accession Number:: 0000899243-18-028746
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-11-13 17:41:09
Reporting Period:: 2018-11-08

Accepted Time:: 2018-11-13 17:41:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
780571	Itron Inc	ITRI	Instruments For Meas & Testing Of Electricity & Elec Signals (3825)	911011792

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1279150	Scopia Capital Management Lp	152 West 57Th Street, 33Rd Floor New York NY 10019	No	No	Yes	No
1431207	Jeremy Mindich	152 West 57Th Street, 33Rd Floor New York NY 10019	No	No	Yes	No
1431208	Matthew Sirovich	152 West 57Th Street, 33Rd Floor New York NY 10019	No	No	Yes	No
1665995	Scopia Management, Inc.	152 West 57Th Street, 33Rd Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-11-08	4,153	$56.07	5,233,110	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-11-09	29,323	$53.91	5,203,787	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-11-12	25,870	$53.37	5,177,917	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2018-11-13	17,348	$53.02	5,160,569	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

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.
(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.
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.
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.