ITRON, INC. — Director's Dealing 2015

Apr 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2015-04-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-27	Common Stock	M	550	$37.40	Acquired	88542	Direct
2015-04-27	Common Stock	S	550	$37.45	Disposed	87992	Direct
2015-04-27	Common Stock	M	550	$37.40	Acquired	88542	Direct
2015-04-27	Common Stock	S	550	$37.45	Disposed	87992	Direct
2015-04-28	Common Stock	M	2123	$37.40	Acquired	90115	Direct
2015-04-28	Common Stock	S	2123	$37.44	Disposed	87992	Direct
2015-04-28	Common Stock	M	1777	$37.40	Acquired	89769	Direct
2015-04-28	Common Stock	S	1777	$37.44	Disposed	87992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-27	Stock Option (Right to Buy)	$37.40	M	550	Disposed	2015-05-03	Common Stock (550)	Direct
2015-04-27	Stock Option (Right to Buy)	$37.40	M	550	Disposed	2015-05-03	Common Stock (550)	Direct
2015-04-28	Stock Option (Right to Buy)	$37.40	M	2123	Disposed	2015-05-03	Common Stock (2123)	Direct
2015-04-28	Stock Option (Right to Buy)	$37.40	M	1777	Disposed	2015-05-03	Common Stock (1777)	Direct

Footnotes

F1: Transactions occurred pursuant to a 10b5-1 trading plan.

F2: 33-1/3% of options became exercisable on 5/3/2006 and an additional 33-1/3% on each of 5/3/07 and 5/3/08.