ITRON, INC. — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2014-02-19

Reporting Person: HELMBRECHT STEVEN M (Executive VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	A	6729	—	Acquired	62122	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Stock Option (Right to Buy)	$35.29	A	17359	Acquired	2024-02-19	Common Stock (17359)	Direct

Footnotes

F1: One-third of the option is exercisable on each of February 19, 2015, February 19, 2016, and February 19, 2017.