SEC Filing | Itron

View:

SEC FORM 4 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^*

JAEHNERT FRANK M

(Last)

(First)

(Middle)

2111 N. MOLTER ROAD

(Street)

LIBERTY LAKE

99019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITRON, INC. [ 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)
10/03/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/03/2022		A		937⁽¹⁾	A	$44.01	16,332	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the grant of common stock independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service. Mr. Jaehnert deferred receipt of these shares pursuant to Itron's Executive Deferred Compensation Plan.

	/s/ Christopher E. Ware, attorney-in-fact	10/05/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
	This Power of Attorney supersedes any power of attorney previously executed
by the undersigned regarding the purposes outlined in this Power of Attorney
("Prior Powers of Attorney"), and the authority of the attorneys-in-fact
named in any Prior Powers of Attorney is hereby revoked.
	The undersigned hereby constitutes and appoints Christopher E. Ware,
signing singly, as the undersigned's true and lawful attorney-in-fact to:
	(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an executive officer of Itron, Inc. (the "Company"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder (the "Exchange Act") and Form ID and Passphrase
Update to obtain EDGAR codes and related documentation for use in filing
Forms 3, 4 and 5;
	(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4 or 5 or Form ID, complete and execute any amendment or amendments thereto,
and timely file such forms with the United States Securities and Exchange
Commission and any stock exchange or similar authority;
	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion; and
	(4)	seek or obtain, as the undersigned's attorney-in-fact and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, and the undersigned
hereby authorizes any such person to release any such information to such
attorney-in-fact and approves and ratifies any such release of information.
	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in connection with the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
	The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out
of or are based upon any untrue statements or omission of necessary facts in
the information provided by the undersigned to such attorney-in fact for
purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5
(including amendments thereto) or Form ID and agrees to reimburse the Company
and such attorney-in-fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
	This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including, without limitation, the reporting requirements under Section 16 of
the Exchange Act.  Additionally, although pursuant to this Power of Attorney
the Company will use commercially reasonable best efforts to timely and
accurately file Section 16 reports on behalf of the undersigned, the Company
does not represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to
various factors, including, but not limited to, the shorter deadlines
mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences
between the Company and the undersigned and the Company's need to rely on
others for information, including the undersigned and brokers of the
undersigned.
	IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to
be executed as of this 9th day of September, 2022.

By: 		/s/ Frank M. Jaehnert
	Frank M. Jaehnert