ITRON, INC. — Director's Dealing 2019

Oct 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON, INC. (ITRI)
CIK: 0000780571
Period of Report: 2019-10-01

Reporting Person: MEZEY PHILIP (Director, Former President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common Stock	M	22323	$35.29	Acquired	91206	Direct
2019-10-01	Common Stock	S	21426	$72.42	Disposed	69780	Direct
2019-10-01	Common Stock	S	6984	$73.25	Disposed	62796	Direct
2019-10-01	Common Stock	S	3010	$74.52	Disposed	59786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Stock Option (Right to Buy)	$35.29	M	22323	Disposed	2025-02-19	Common Stock (22323)	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: Shares sold pursuant to 10b5-1 Plan. This transaction was executed in multiple trades at prices ranging from $71.99 to $72.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares sold pursuant to 10b5-1 Plan. This transaction was executed in multiple trades at prices ranging from $73.00 to $73.89. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Shares sold pursuant to 10b5-1 Plan. This transaction was executed in multiple trades at prices ranging from $74.15 to $74.88. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Represents shares held indirectly in trust; the remaining 59,786 shares owned as of the date of this report are held directly by the reporting person.

F6: This award was granted on February 19, 2015 with one-third of the option becoming exercisable on each of February 19, 2016, February 19, 2017, and February 19, 2018.