Itron, Inc.
ITRON INC /WA/ (Form: 4, Received: 12/08/2017 16:45:13)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCOPIA CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol

ITRON INC /WA/ [ ITRI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

152 WEST 57TH STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2017
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/6/2017     P    28301   A $67.1676   4586688   I   See footnotes   (1) (2) (3)
Common Stock   12/6/2017     P    46892   A $67.4480   4633580   I   See footnotes   (1) (2) (3)
Common Stock   12/7/2017     P    21033   A $68.9361   4654613   I   See footnotes   (1) (2) (3)
Common Stock   12/7/2017     P    58562   A $69.2042   4713175   I   See footnotes   (1) (2) (3)
Common Stock   12/7/2017     P    304922   A $70.0580   5018097   I   See footnotes   (1) (2) (3)
Common Stock   12/8/2017     P    21438   A $69.8664   5039535   I   See footnotes   (1) (2) (3)
Common Stock   12/8/2017     P    53905   A $69.1910   5093440   I   See footnotes   (1) (2) (3)
Common Stock   12/8/2017     P    6700   A $68.9250   5100140   I   See footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Shares of common stock of Itron, Inc. (the "Issuer") that are held in the accounts of several investment funds, including Scopia Long LLC, Scopia Windmill Fund LP, Scopia LB LLC, Scopia International Master Fund LP, Scopia PX LLC, Scopia PX International Master Fund LP, Scopia Partners LLC, Scopia LB International Master Fund LP, Scopia Long International Master Fund LP and Scopia Long QP LLC, and a certain managed account (together, the "Investment Vehicles") for which Scopia Capital Management LP ("Scopia Management") serves as the investment manager. Each of the Investment Vehicles individually holds less than 10% of the Issuer's outstanding shares of common stock. Scopia Management, as the investment manager of the Investment Vehicles, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because Scopia Management has voting and investment power over such securities.
(2)  (continued from Footnote 1) In addition, Scopia Management, Inc. ("Scopia Inc."), as general partner of Scopia Management, and Matthew Sirovich and Jeremy Mindich, as Managing Directors of Scopia Inc., may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because each of Scopia Inc., Mr. Sirovich and Mr. Mindich may be deemed to exercise voting and investment power over such securities. Further, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to have a pecuniary interest in a portion of the securities held directly by the Investment Vehicles due to Scopia Management's right to receive performance-based allocations.
(3)  Each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Scopia Management, Scopia Inc. or Messrs. Sirovich and Mindich is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019

X

Scopia Management, Inc.
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019

X

SIROVICH MATTHEW
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019

X

MINDICH JEREMY
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019

X


Signatures
SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director 12/8/2017
** Signature of Reporting Person Date

SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director 12/8/2017
** Signature of Reporting Person Date

MATTHEW SIROVICH, Name: /s/ Matthew Sirovich 12/8/2017
** Signature of Reporting Person Date

JEREMY MINDICH, Name: /s/ Jeremy Mindich 12/8/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Name:
Scopia Management, Inc.
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
12/06/17
 
Name:
Matthew Sirovich
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
12/06/17
 
Name:
Jeremy Mindich
 
Address:
152 West 57th Street, 33rd Floor
New York, NY 10019
 
Date of Event Requiring Statement:
12/06/17