ITRON, INC. — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2017-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	A	48955	—	Acquired	140040	Direct
2017-02-23	Common Stock	A	12204	—	Acquired	152244	Direct
2017-02-23	Common Stock	S	5426	$63.85	Disposed	146818	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Stock Option (Right to Buy)	$65.55	A	36322	Acquired	2027-02-23	Common Stock (36322)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53354	Indirect

Footnotes

F1: Represents number of shares sold under a Rule 10b5-1 Trading Plan entered into previously.

F2: Represents shares held indirectly in trust; the remaining 93,464 shares owned as of the date of this report are held directly by the reporting person.

F3: One-third of the option is exercisable on each of February 23, 2018, February 23, 2019 and February 23, 2020.