ITRON, INC. — Director's Dealing 2019

Jul 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2019-07-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-01	Common Stock	S	16576	$62.79	Disposed	74624	Direct
2019-07-01	Common Stock	S	14230	$63.21	Disposed	60394	Direct
2019-07-01	Common Stock	S	608	$62.71	Disposed	81495	Direct
2019-07-01	Common Stock	M	608	$35.05	Acquired	69491	Direct
2019-07-01	Common Stock	M	21709	$35.29	Acquired	91200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-01	Stock Option (Right to Buy)	$35.05	M	608	Disposed	2024-02-21	Common Stock (608)	Direct
2019-07-01	Stock Option (Right to Buy)	$35.29	M	21709	Disposed	2025-02-19	Common Stock (21709)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53354	Indirect

Footnotes

F1: Shares sold pursuant to 10b5-1 Plan. This transaction was executed in multiple trades at prices ranging from $62.08 to $63.07. 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.

F2: Shares sold pursuant to 10b5-1 Plan. This transaction was executed in multiple trades at prices ranging from $63.08 to $63.50. 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 $62.31 to $63.15. 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: Represents the number of stock options exercised under a Rule 10b5-1 Trading Plan entered into previously.

F5: 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.

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.