ITRON, INC. — Director's Dealing 2019

May 23, 2019

SEC Form 4/A — Form 4/A

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2019-03-11

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1202	Direct
Common Stock	653	Direct

Footnotes

F1: The Reporting Persons previously disclosed an in-kind pro rata distribution for no consideration of shares of common stock of Itron, Inc. (the "Issuer") by an investment fund for which Scopia Capital Management LP serves as investment manager to investors in such investment fund that took place on March 11, 2019. The previously filed Form 4 stated that none of the Reporting Persons nor any Investment Vehicle (as defined in the previously filed Form 4) retained a pecuniary interest in such shares of common stock of the Issuer. The Form 4 is amended to delete that statement as 1,202 shares of common stock were transferred to Matthew Sirovich and 653 shares of common stock were transferred to Jeremy Mindich in the in-kind pro rata distribution for no consideration that was exempt from Section 16 as a change in form of beneficial ownership pursuant to Rule 16a-13.