ITRON, INC. — Director's Dealing 2018

May 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2018-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-01	Common Stock	M	16694	$35.05	Acquired	93341	Direct
2018-05-01	Common Stock	S	709	$65.00	Disposed	92632	Direct
2018-05-01	Common Stock	S	100	$65.025	Disposed	92532	Direct
2018-05-01	Common Stock	S	1686	$65.05	Disposed	90846	Direct
2018-05-01	Common Stock	S	1400	$65.075	Disposed	89446	Direct
2018-05-01	Common Stock	S	4018	$65.10	Disposed	85428	Direct
2018-05-01	Common Stock	S	1700	$65.125	Disposed	83728	Direct
2018-05-01	Common Stock	S	1495	$65.15	Disposed	82233	Direct
2018-05-01	Common Stock	S	330	$65.175	Disposed	81903	Direct
2018-05-01	Common Stock	S	2005	$65.20	Disposed	79898	Direct
2018-05-01	Common Stock	S	300	$65.225	Disposed	79598	Direct
2018-05-01	Common Stock	S	725	$65.25	Disposed	78873	Direct
2018-05-01	Common Stock	S	500	$65.325	Disposed	78373	Direct
2018-05-01	Common Stock	S	331	$65.35	Disposed	78042	Direct
2018-05-01	Common Stock	S	800	$65.375	Disposed	77242	Direct
2018-05-01	Common Stock	S	295	$65.40	Disposed	76947	Direct
2018-05-01	Common Stock	S	300	$65.425	Disposed	76647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-01	Stock Option (Right to Buy)	$35.05	M	16694	Disposed	2024-02-21	Common Stock (16694)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53354	Indirect

Footnotes

F1: Represents the number of stock options exercised under a Rule 10b5-1 Trading Plan entered into previously.

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

F3: This award was granted on February 21, 2014 with one-third of the option becoming exercisable on each of February 21, 2015, February 21, 2016, and February 21, 2017.