ITRON, INC. — Director's Dealing 2016

Feb 8, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2016-02-03

Reporting Person: SCOPIA CAPITAL MANAGEMENT LP (10% Owner)
Reporting Person: Scopia Management, Inc. (10% Owner)
Reporting Person: SIROVICH MATTHEW (10% Owner)
Reporting Person: MINDICH JEREMY (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3790239	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Cash-Settled Total Return Swap	$37.3980	2016-12-08	Common Stock (11316)		Indirect
Cash-Settled Total Return Swap	$35.5452	2016-12-08	Common Stock (161487)		Indirect

Footnotes

F1: This Form 3 is filed jointly by Scopia Capital Management LP ("Scopia Management"), Scopia Management, Inc. ("Scopia Inc."), Matthew Sirovich and Jeremy Mindich. The securities reported in this Form 3 are held in the accounts of several investment funds, including Scopia Long LLC, Scopia Windmill Fund LP, Scopia LB LLC, Scopia International Master Fund LP, Scopia PX LLC, Scopia PX International Master Fund LP, Scopia Partners LLC, Scopia LB International Master Fund LP, Scopia Long International Master Fund LP and Scopia Long QP LLC, and a certain managed account (together, the "Investment Vehicles") for which Scopia Management serves as the investment manager and each of which individually owns less than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.

F2: Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: Securities held in the accounts of the Investment Vehicles. Each of Scopia Management, as the investment manager of the Investment Vehicles, Scopia Inc. as the general partner of Scopia Management, and Messrs. Sirovich and Mindich, as the Managing Directors of Scopia Inc., may be deemed to beneficially own the securities held by the Investment Vehicles.

F4: Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to an aggregate of 172,803 notional shares. The Swap Agreements provide the Investment Vehicles with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.

F5: Represents the reference price associated with the applicable Swap Agreement.