Bell Michael Form 4 Itron Networked Solutions / Michael Bell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bell Michael

(Last) (First) (Middle)

C/O ITRON NETWORKED SOLUTIONS, INC.

230 W. TASMAN DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Itron Networked Solutions, Inc. [ SSNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2018		D		67,838	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$14.24	01/05/2018		D			5,208	(2)	10/11/2025	Common Stock	5,208	$0	0	D
Employee Stock Option (right to buy)	$14.24	01/05/2018		D			104,167	(3)	10/11/2025	Common Stock	104,167	$0	0	D
Restricted Stock Units	$0(4)	01/05/2018		D			62,500	(5)	(5)	Common Stock	62,500	$0	0	D
Restricted Stock Units	$0(4)	01/05/2018		D			88,294	(6)	(6)	Common Stock	88,294	$0	0	D
Performance Stock Units	$0(4)	01/05/2018		D			125,000	(7)	(7)	Common Stock	125,000	$0	0	D
Performance Stock Units	$0(4)	01/05/2018		D			77,846	(7)	(7)	Common Stock	77,846	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated September 17, 2017 by and among the Issuer, Itron, Inc. ("Itron") and Ivory Merger Sub., Inc., a wholly-owned subsidiary of Itron (the "Merger Agreement"), in exchange for the right to receive cash in the amount of $16.25 per share (the "Merger Consideration").

2. This represents the vested portion of an option which provided for vesting as to 1/4th of the total number of shares on September 2, 2016 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was canceled pursuant to the Merger Agreement in exchange for the right to receive cash in the amount of $2.01 per share, representing the difference between the per share exercise price of this option and the Merger Consideration.

3. This represents the unvested portion of an option which provided for vesting as to 1/4th of the total number of shares on September 2, 2016 and 1/48th of the total number of shares in equal monthly installments thereafter. This portion of the option was cancelled pursuant to the Merger Agreement.

4. Each restricted stock unit ("RSU") or performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

5. These RSUs, which provided for vesting as to 25% of the total RSUs on November 10, 2016 and 6.25% of the total RSUs quarterly thereafter beginning on February 10, 2017, were cancelled pursuant to the Merger Agreement.

6. These RSUs, which provided for vesting as to 25% of the total RSUs on May 10, 2018 and 6.25% of the total RSUs quarterly thereafter beginning on August 10, 2018, were cancelled pursuant to the Merger Agreement.

7. These PSUs were cancelled pursuant to the Merger Agreement.

	/s/ Michael Bell by Cecilia Hartwig, Attorney-in-Fact	01/09/2018
	** Signature of Reporting Person	Date
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