Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCOPIA CAPITAL MANAGEMENT LP
  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)
(Last)
(First)
(Middle)
152 WEST 57TH STREET, 33RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2016
(Street)

NEW YORK, NY 10019
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 12/08/2016   X/K(1)(2)   11,316 A $ 37.398 4,569,703 I See Footnotes (3) (4)
Common Stock 12/08/2016   J/K(1)(2)   11,316 D $ 64.1287 4,558,387 I See Footnotes (3) (4)
Common Stock 12/08/2016   X/K(1)(2)   161,487 A $ 35.5452 4,719,874 I See Footnotes (3) (4)
Common Stock 12/08/2016   J/K(1)(2)   161,487 D $ 64.1287 4,558,387 I See Footnotes (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Cash-Settled Total Return Swap $ 37.398 12/08/2016   X/K(1)(2)     1   (1)(2) 12/08/2016 Common Stock 11,316 (1) (2) 0 I See Footnotes (3) (4)
Cash-Settled Total Return Swap $ 35.5452 12/08/2016   X/K(1)(2)     1   (1)(2) 12/08/2016 Common Stock 161,487 (1) (2) 0 I See Footnotes (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCOPIA CAPITAL MANAGEMENT LP
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019
    X    
Scopia Management, Inc.
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019
    X    
SIROVICH MATTHEW
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019
    X    
MINDICH JEREMY
152 WEST 57TH STREET, 33RD FLOOR
NEW YORK, NY 10019
    X    

Signatures

 SCOPIA CAPITAL MANAGEMENT LP, By: Scopia Management, Inc., its general partner, Name: /s/ Matthew Sirovich, Title: Managing Director   12/12/2016
**Signature of Reporting Person Date

 SCOPIA MANAGEMENT, INC., Name: /s/ Matthew Sirovich, Title: Managing Director   12/12/2016
**Signature of Reporting Person Date

 MATTHEW SIROVICH, Name: /s/ Matthew Sirovich   12/12/2016
**Signature of Reporting Person Date

 JEREMY MINDICH, Name: /s/ Jeremy Mindich   12/12/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 8, 2016, upon the settlement of certain cash-settled total return swap agreements (the "Swap Agreements") by and between certain 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 Capital Management LP ("Scopia Management") serves as the investment manager, and an unaffiliated third party financial institution (the "Third Party"), the Third Party paid to the Investment Vehicles the difference between the market price upon the expiration of the Swap Agreements of Itron, Inc. (the "Issuer") common stock for each of the 172,803 shares subject to the Swap Agreements
(2) (Continued From Footnote 1) and the $37.398 per share reference price for each of the 11,316 shares referenced in one set of Swap Agreements and the $35.5452 per share reference price for each of the 161,487 shares referenced in the other Swap Agreements. The termination of the Swap Agreements and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.
(3) Each of the Investment Vehicles individually holds less than 10% of the Issuer's outstanding shares of common stock. Scopia Management, as the investment manager of the Investment Vehicles, may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because Scopia Management has voting and investment power over such securities. In addition, Scopia Management, Inc. ("Scopia Inc."), as general partner of Scopia Management, and Matthew Sirovich and Jeremy Mindich, as Managing Directors of Scopia Inc., may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Investment Vehicles because each of Scopia Inc., Mr. Sirovich and Mr. Mindich may be deemed to exercise voting and investment power over such securities.
(4) (Continued From Footnote 3) Further, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to have a pecuniary interest in a portion of the securities held directly by the Investment Vehicles due to Scopia Management's right to receive performance-based allocations. Each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich 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 of Scopia Management, Scopia Inc. or Messrs. Sirovich and Mindich 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.

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