ITRON, INC. — Director's Dealing 2021

Jun 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON, INC. (ITRI)
CIK: 0000780571
Period of Report: 2021-05-28

Reporting Person: Hlavinka Sarah E. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-28	Common Stock	M	3016	$66.3	Acquired	20546	Direct
2021-05-28	Common Stock	F	2065	$96.88	Disposed	18481	Direct
2021-05-28	Common Stock	M	2850	$66.3	Acquired	21331	Direct
2021-05-28	Common Stock	S	2304	$96.16	Disposed	19027	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-28	Stock Option (Right to Buy)	$66.3	M	3016	Disposed	2028-09-12	Common Stock (3016)	Direct
2021-05-28	Stock Option (Right to Buy)	$66.3	M	2850	Disposed	2028-09-12	Common Stock (2850)	Direct

Footnotes

F1: Represents the exercise of a stock option for a total of 3,016 shares by means of a stock swap pursuant to a Rule 10b5-1 Trading Plan entered into previously. A stock swap is a method of exercising a stock option in which the option holder attests to the ownership of enough shares of stock already owned by the option holder to cover the exercise price of the option being exercised. As a result of this stock swap, the reporting person acquired ownership of an additional 951 shares of common stock. As a result of this transaction, 2,065 shares were withheld to cover the exercise price of the exercised options.

F2: Represents the exercise of a stock option for a total of 2,850 shares pursuant to a Rule 10b5-1 Trading Plan entered into previously. As a result of this exercise, the reporting person acquired ownership of an additional 546 shares of common stock. As a result of this transaction, 2,304 shares were sold to cover the exercise price and pay withholding taxes to the respective government agencies.

F3: Grant has a graded vesting schedule and date exercisable will vary for each vesting tranche, as previously reported.