| 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ITERIS, INC. [ ITI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 11/01/2024 | D(1) | 95,477 | (2) | (2) | Common Stock | 95,477 | $7.2(1)(2) | 0 | D | ||||
| Performance Stock Units | (3) | 11/01/2024 | D(1) | 42,375 | (3) | (3) | Common Stock | 42,375 | $7.2(1)(3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.21 | 11/01/2024 | D(1) | 70,970 | (4) | 06/26/2034 | Common Stock | 70,970 | (1)(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.47 | 11/01/2024 | D(1) | 36,239 | (4) | 02/03/2033 | Common Stock | 36,239 | (1)(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the disposition of securities pursuant to that certain Agreement and Plan of Merger, dated August 8, 2024, by and among Iteris, Inc. (the "Company"), Almaviva S.p.A ("Parent") and Pantheon Merger Sub Inc. ("Merger Sub"), pursuant to which on November 1, 2024, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation of the merger and as an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, the outstanding shares of the Company's common stock, par value $0.10 per share (the "Common Stock"), were automatically canceled and converted into the right to receive $7.20 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration"). |
| 2. At the Effective Time, by virtue of the Merger, each restricted stock unit (each, an "RSU") then outstanding became fully vested and was automatically cancelled and converted into the right to receive an amount in cash equal to (x) the total number of shares of Common Stock underlying such RSUs, multiplied by (y) the Merger Consideration. RSUs have no expiration date. |
| 3. At the Effective Time, by virtue of the Merger and pursuant to their terms, each performance stock unit (each, a "PSU") then outstanding become fully vested as to the number of shares of Common Stock listed above and, after giving effect to such vesting, were automatically cancelled and converted into the right to receive an amount in cash equal to (x) the number of vested shares of Common Stock underlying such PSUs, multiplied by (y) the Merger Consideration. |
| 4. At the Effective Time, by virtue of the Merger, each option to purchase shares of Common Stock (each "Stock Option") that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount of cash equal to the product of (x) the total number of shares of Common Stock underlying the Stock Option, multiplied by (y) the excess of the Merger Consideration over the exercise price of such Stock Option. |
| /s/ Donald R. Reynolds, as Attorney-in-Fact, for Kerry A. Shiba | 11/01/2024 | |
| ** 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. | ||