Lande Jerome J. Form 4 ITRON / Jerome J. Lande 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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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^*

Lande Jerome J.

(Last) (First) (Middle)

2111 NORTH MOLTER ROAD

(Street)

LIBERTY LAKE WA 99223

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ITRON INC /WA/ [ ITRI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2016

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	03/28/2016		J(2)		3,030	A	$0	4,848	D
Common Stock	03/28/2016		J(3)		920,309	D	$0	0	I	Coppersmith Entities(1)

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

Explanation of Responses:

1. Prior to the March 28, 2016 transaction, Mr. Lande, as the Managing Member of each of Coppersmith Capital Partners, LLC ("Coppersmith Partners") and Coppersmith Capital Management, LLC ("Coppersmith Capital") may have been deemed the beneficial owner of (a) 160,000 shares beneficially owned by Coppersmith Value Partners II, LP ("Partners LP"), of which Coppersmith Partners is the general partner and Coppersmith Capital is the Investment Manager, and (b) 760,309 shares held in certain managed accounts (together with Coppersmith Partners, Coppersmith Capital, and Partners LP the "Coppersmith Entities") for which Coppersmith Capital is the Investment Manager. Mr. Lande had disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Represents shares acquired by Mr. Lande in connection with a pro rata distribution from the Coppersmith Entities to their respective partners and members.

3. Represents a pro rata distribution of shares from the Coppersmith Entities to their respective partners and members.

	/s/ Jerome J. Lande	03/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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