Form Type: 4

SEC EDGAR Link
Accession Number:0000921895-16-003322
Date:2016-02-10
Issuer: ITRON INC /WA/ (ITRI)
Original Submission Date:

Reporting Person:

SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET
33RD FLOOR NEW YORK, NY 10019

Reporting Person:

SCOPIA MANAGEMENT, INC.
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019

Reporting Person:

SIROVICH MATTHEW
C/O SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY 10019

Reporting Person:

MINDICH JEREMY
C/O SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY 10019

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2016-02-10 S 25,000 d $34.54 3,887,652 indirect f3
COMMON STOCK 2016-02-10 P 27,300 a $34.57 3,914,952 indirect f3
COMMON STOCK 2016-02-11 S 10,000 d $33.70 3,904,952 indirect f3
COMMON STOCK 2016-02-11 P 31,000 a $33.71 3,935,952 indirect f3
COMMON STOCK 2016-02-12 S 8,259 d $35.00 3,927,693 indirect f3
COMMON STOCK 2016-02-12 P 25,000 a $35.05 3,952,693 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 this form 4 is filed jointly by scopia capital management lp ("scopia management"), scopia management, inc. ("scopia inc."), matthew sirovich and jeremy mindich. the securities reported in this form 4 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 management serves as the investment manager and each of which individually owns less than 10% of the issuer's outstanding shares of common stock. the reporting persons are filing this report because each of the reporting persons may be deemed to be a member of a section 13(d) group that collectively owns more than 10% of the issuer's outstanding shares of common stock.
f2 each reporting person 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 reporting person 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.
f3 securities held in the accounts of the investment vehicles. each of scopia management, as the investment manager of the investment vehicles, scopia inc. as the general partner of scopia management, and messrs. sirovich and mindich, as the managing directors of scopia inc., may be deemed to beneficially own the securities held by the investment vehicles.
f4 represents a sale of common stock by a certain managed account in which the reporting persons do not have a pecuniary interest by virtue of rule 16a-1(a)(2)(ii)(c) of the securities exchange act of 1934, as amended.
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