ITRON, INC. — Director's Dealing 2018

Nov 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2018-11-08

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-08	Common Stock	S	4153	$56.0658	Disposed	5233110	Indirect
2018-11-09	Common Stock	S	29323	$53.9142	Disposed	5203787	Indirect
2018-11-12	Common Stock	S	25870	$53.3676	Disposed	5177917	Indirect
2018-11-13	Common Stock	S	17348	$53.0171	Disposed	5160569	Indirect

Footnotes

F1: Shares of common stock of Itron, Inc. (the "Issuer") that 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 (together, the "Investment Vehicles") for which Scopia Capital Management LP ("Scopia Management") serves as the investment manager. Each of the Investment Vehicles individually holds less than 10% of the Issuer's outstanding shares of common stock. Scopia Management, as the investment manager of the Investment Vehicles, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because Scopia Management has voting and investment power over such securities.

F2: (Continued from Footnote 1) In addition, Scopia Management, Inc. ("Scopia Inc."), as general partner of Scopia Management, and Matthew Sirovich and Jeremy Mindich, as Managing Directors of Scopia Inc., may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because each of Scopia Inc., Mr. Sirovich and Mr. Mindich may be deemed to exercise voting and investment power over such securities. Further, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to have a pecuniary interest in a portion of the securities held directly by the Investment Vehicles due to Scopia Management's right to receive performance-based allocations and their investments in the Investment Vehicles.

F3: Each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich 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 of Scopia Management, Scopia Inc. or Messrs. Sirovich and Mindich 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.

F4: As of June 30, 2018, Scopia Management ceased to serve as the investment adviser to a certain separately managed account which held 84,721 shares of the Issuer's common stock. On such date, Scopia Management ceased to exercise voting and investment power over such shares and the Reporting Persons ceased to have beneficial ownership of such shares. Due to an oversight, the Form 4 filed on October 3, 2018 did not account for the resulting decrease in Column 5 of Table I, which should have reflected a total of 5,237,263 shares rather than 5,321,984 shares. This Form 4 reflects the decrease in Column 5 of Table I.