ITRON, INC. — Director's Dealing 2013

May 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2013-05-16

Reporting Person: WILSON GRAHAM M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Stock	M	8000	$20.52	Acquired	19423	Direct
2013-05-16	Common Stock	M	1250	$20.52	Acquired	20673	Direct
2013-05-16	Common Stock	S	8000	—	Disposed	12673	Direct
2013-05-16	Common Stock	S	1250	—	Disposed	11423	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-16	Stock Option (Right to Buy)	$20.52	M	8000	Disposed	2013-05-23	Common Stock (8000)	Direct
2013-05-16	Stock Option (Right to Buy)	$20.52	M	1250	Disposed	2013-05-23	Common Stock (1250)	Direct

Footnotes

F1: Shares sold pursuant to terms of 10b5-1 Trading Plan. Sale price ranged from $41.77 per share to $42.15 per share.

F2: Shares sold pursuant to terms of 10b5-1 Trading Plan. Sale price ranged from $41.99 per share to $42.14 per share.