SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Moore Sharelynn Faye (Last) (First) (Middle) 424 W. HIGH DRIVE (Street) SPOKANE WA 99203 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/12/2019	3. Issuer Name and Ticker or Trading Symbol ITRON, INC. [ ITRI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Networks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,559(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	02/16/2022	Common Stock	805	48.23	D
Stock Option (Right to Buy)	(3)	02/21/2023	Common Stock	1,630	42.35	D
Stock Option (Right to Buy)	(4)	02/19/2024	Common Stock	2,741	35.29	D
Stock Option (Right to Buy)	(5)	02/19/2025	Common Stock	2,331	35.29	D
Stock Option (Right to Buy)	(6)	02/24/2026	Common Stock	2,151	40.05	D
Stock Option (Right to Buy)	(7)	02/23/2027	Common Stock	2,270	65.55	D
Stock Option (Right to Buy)	(8)	02/22/2028	Common Stock	3,017	69.3	D

Explanation of Responses:

1. Includes a restricted stock unit award with a remaining balance of 254 shares of common stock that vests on February 23, 2020, a restricted stock unit award with a remaining balance of 722 shares of common stock that vests in two equal annual increments beginning on February 22, 2020, and a restricted stock unit award for 2,462 shares of common stock that vests in three equal annual increments beginning on February 21, 2020.

2. This option became fully vested on February 16, 2015.

3. This option became fully vested on February 21, 2016.

4. This option became fully vested on February 19, 2017.

5. This option became fully vested on February 19, 2018.

6. This option became fully vested on February 24, 2019.

7. This option vests in one-third annual increments beginning on February 23, 2018, subject to the terms of the option award agreement.

8. This option vests in one-third annual increments beginning on February 22, 2019, subject to the terms of the option award agreement.

	/s/ Jared Josephsen, attorney-in-fact for Ms. Moore	12/23/2019
	** 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 5 (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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