ITRON, INC. — Director's Dealing 2016

Mar 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2016-03-28

Reporting Person: Lande Jerome J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-28	Common Stock	J	3030	—	Acquired	4848	Direct
2016-03-28	Common Stock	J	920309	—	Disposed	0	Indirect

Footnotes

F1: Prior to the March 28, 2016 transaction, Mr. Lande, as the Managing Member of each of Coppersmith Capital Partners, LLC ("Coppersmith Partners") and Coppersmith Capital Management, LLC ("Coppersmith Capital") may have been deemed the beneficial owner of (a) 160,000 shares beneficially owned by Coppersmith Value Partners II, LP ("Partners LP"), of which Coppersmith Partners is the general partner and Coppersmith Capital is the Investment Manager, and (b) 760,309 shares held in certain managed accounts (together with Coppersmith Partners, Coppersmith Capital, and Partners LP the "Coppersmith Entities") for which Coppersmith Capital is the Investment Manager. Mr. Lande had disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Represents shares acquired by Mr. Lande in connection with a pro rata distribution from the Coppersmith Entities to their respective partners and members.

F3: Represents a pro rata distribution of shares from the Coppersmith Entities to their respective partners and members.