ITRON, INC. — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2017-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	F	3668	$65.839	Disposed	89796	Direct
2017-02-28	Common Stock	S	2995	$65.75	Disposed	86801	Direct
2017-02-28	Common Stock	F	13688	$64.767	Disposed	73113	Direct

Footnotes

F1: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

F2: Represents number of shares sold under a Rule 10b5-1 Trading Plan entered into previously.