ITRON, INC. — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2015-02-19

Reporting Person: Votava Shannon M. (VP/General Counsel/Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock	A	3542	—	Acquired	10314	Direct
2015-02-19	Common Stock	A	603	—	Acquired	10917	Direct
2015-02-20	Common Stock	F	453	$34.7785	Disposed	10464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Stock Option (Right to Buy)	$35.29	A	10287	Acquired	2025-02-19	Common Stock (10287)	Direct

Footnotes

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

F2: One-third of the option is exercisable on each of February 19, 2016, 2017 and 2018,