ITRON, INC. — Director's Dealing 2019

May 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2019-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-07	Common Stock	M	22108	$35.05	Acquired	109185	Direct
2019-05-07	Common Stock	S	22108	$60.00	Disposed	87077	Direct
2019-05-07	Common Stock	S	9097	$56.80	Disposed	77980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-07	Stock Option (Right to Buy)	$35.05	M	22108	Disposed	2024-02-21	Common Stock (22108)	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.

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.