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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCOPIA CAPITAL MANAGEMENT LP (Last) (First) (Middle) 152 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/11/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/13/2019	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. 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								1,202	D(1)
Common Stock								653	D(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

1. Name and Address of Reporting Person* SCOPIA CAPITAL MANAGEMENT LP (Last) (First) (Middle) 152 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Scopia Management, Inc. (Last) (First) (Middle) 152 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* SIROVICH MATTHEW (Last) (First) (Middle) 152 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* MINDICH JEREMY (Last) (First) (Middle) 152 WEST 57TH STREET, 33RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons previously disclosed an in-kind pro rata distribution for no consideration of shares of common stock of Itron, Inc. (the "Issuer") by an investment fund for which Scopia Capital Management LP serves as investment manager to investors in such investment fund that took place on March 11, 2019. The previously filed Form 4 stated that none of the Reporting Persons nor any Investment Vehicle (as defined in the previously filed Form 4) retained a pecuniary interest in such shares of common stock of the Issuer. The Form 4 is amended to delete that statement as 1,202 shares of common stock were transferred to Matthew Sirovich and 653 shares of common stock were transferred to Jeremy Mindich in the in-kind pro rata distribution for no consideration that was exempt from Section 16 as a change in form of beneficial ownership pursuant to Rule 16a-13.

Remarks:

	SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director	05/23/2019
	SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director	05/23/2019
	/s/ Matthew Sirovich	05/23/2019
	/s/ Jeremy Mindich	05/23/2019
	** 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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                                                                    Exhibit 99.1


                         Form 4 Joint Filer Information

Name:                                   Scopia Management, Inc.

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      3/11/19

Name:                                   Matthew Sirovich

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      3/11/19

Name:                                   Jeremy Mindich

Address:                                152 West 57th Street, 33rd Floor
                                        New York, NY 10019

Date of Event Requiring Statement:      3/11/19