*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 465741106
|
|
(1)
|
|
Name of Reporting Persons:
Scopia Capital Management LP
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
5,100,140
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
5,100,140
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,100,140
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
13.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
PN, IA
|
*
|
Based on 38,725,212 shares of Common Stock of Itron, Inc. (the “Issuer”) outstanding as of September 30, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 2, 2017.
|
CUSIP No. 465741106
|
|
(1)
|
|
Name of Reporting Persons:
Scopia Management, Inc.
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
New York
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
5,100,140
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
5,100,140
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,100,140
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
13.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
CO, HC
|
*
|
Based on 38,725,212 shares of Common Stock of the Issuer outstanding as of September 30, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017.
|
CUSIP No. 465741106
|
|
(1)
|
|
Name of Reporting Persons:
Matthew Sirovich
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
5,100,140
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
5,100,140
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,100,140
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
13.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
HC, IN
|
*
|
Based on 38,725,212 shares of Common Stock of the Issuer outstanding as of September 30, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017.
|
CUSIP No. 465741106
|
|
(1)
|
|
Name of Reporting Persons:
Jeremy Mindich
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
5,100,140
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
5,100,140
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,100,140
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
13.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
HC, IN
|
*
|
Based on 38,725,212 shares of Common Stock of the Issuer outstanding as of September 30, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
SCOPIA CAPITAL MANAGEMENT LP
|
|||
By:
|
|
Scopia Management, Inc., its general partner
|
|
By:
|
|
/s/ Matthew Sirovich
|
|
Name:
|
|
Matthew Sirovich
|
|
Title:
|
|
Managing Director
|
|
SCOPIA MANAGEMENT, INC.
|
|||
By:
|
|
/s/ Matthew Sirovich
|
|
Name:
|
|
Matthew Sirovich
|
|
Title:
|
|
Managing Director
|
|
By:
|
|
/s/ Matthew Sirovich
|
|
By:
|
|
/s/ Jeremy Mindich
|
Scopia Capital Management LP
|
||||||||||
Nature of Transaction
|
Shares of Common
Stock Purchased/(Sold) |
Price Per
Share ($) |
Date of
Purchase / Sale |
|||||||
Purchase
|
28,301
|
$
|
67.1676
|
12/6/2017
|
||||||
Purchase
|
46,892
|
$
|
67.4480
|
12/6/2017
|
||||||
Purchase
|
21,033
|
$
|
68.9361
|
12/7/2017
|
||||||
Purchase
|
58,562
|
$
|
69.2042
|
12/7/2017
|
||||||
Purchase
|
304,922
|
$
|
70.0580
|
12/7/2017
|
||||||
Purchase
|
21,438
|
$
|
69.8664
|
12/8/2017
|
||||||
Purchase
|
53,905
|
$
|
69.1910
|
12/8/2017
|
||||||
Purchase
|
6,700
|
$
|
68.9250
|
12/8/2017
|