ITRON, INC. — Director's Dealing 2013

Feb 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2013-02-22

Reporting Person: MEZEY PHILIP (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Common Stock	A	18441	—	Acquired	58795	Direct
2013-02-25	Common Stock	F	656	$43.159	Disposed	58139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-22	Stock Option (Right to Buy)	$43.38	A	51270	Acquired	2023-02-22	Common Stock (51270)	Direct

Footnotes

F1: Represents shares sold to cover taxes owed on vested stock award.

F2: One-third of the option becomes exercisable on each of February 22, 2014, February 22, 2015, and February 22, 2016.