SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1 )*
Name of issuer: ITRON, INC.
Title of Class of Securities: Shares
CUSIP Number: 465741106
Date of Event Which Requires Filing of this Statement: December 31, 2023
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amundi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,329,010
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,946,307
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,307
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
12. TYPE OF REPORTING PERSON
HC
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amundi Asset Management
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,329,010
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,946,307
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,307
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
12. TYPE OF REPORTING PERSON
FI
Item 1(a) - Name of Issuer:
ITRON, INC.
Item 1(b) - Address of Issuer's Principal Executive Offices:
2111 N MOLTER ROAD
LIBERTY LAKE, WA 99019
Item 2(a) - Name of Person Filing:
Amundi
Amundi Asset Management
Item 2(b) – Address of Principal Business Office or, if none, Residence:
Amundi
91-93 boulevard Pasteur
75015 Paris, France
Amundi Asset Management
90 boulevard Pasteur
75015 Paris, France
Item 2(c) – Citizenship:
Both Amundi and Amundi Asset Management are organized under the laws of the Republic of France.
Item 2(d) - Title of Class of Securities:
Shares
Item 2(e) - CUSIP Number
465741106
Item 3 - If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) ☐ Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f) ☐ Employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g) ☐ Parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) ☐ Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ☑ A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ____________________________ .
Item 4 - Ownership:
Amundi is a majority-owned affiliate of Credit Agricole S.A., a French bank. Amundi Asset Management is a wholly-owned subsidiary of Amundi.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
Item 5 - Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following ☑
Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company:
See Attached Appendix A
Item 8 - Identification and Classification of Members of Group:
Not Applicable
Item 9 - Notice of Dissolution of Group:
Not Applicable
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: Executed as a sealed instrument this 13th day of February, 2024.
Company Name
Amundi
By: /s/ Lisa M. Jones
Name: Lisa M. Jones
Title: President and Chief Executive Officer
Head of the Americas
Amundi US, Inc.
By Power of Attorney
Company Name
Amundi Asset Management
By: /s/ Lisa M. Jones
Name: Lisa M. Jones
Title: President and Chief Executive Officer
Head of the Americas
Amundi US, Inc.
By Power of Attorney
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing
the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of ITRON, INC. that the Schedule 13G to which this Agreement is appended as Exhibit 1 is to be filed with the Securities
and Exchange Commission on behalf of each of the undersigned on or about the date hereof.
EXECUTED as a sealed instrument this 13th day of February, 2024.
Company Name
Amundi
By: /s/ Lisa M. Jones
Name: Lisa M. Jones
Title: President and Chief Executive Officer
Head of the Americas
Amundi US, Inc.
By Power of Attorney
Company Name
Amundi Asset Management
By: /s/ Lisa M. Jones
Name: Lisa M. Jones
Title: President and Chief Executive Officer
Head of the Americas
Amundi US, Inc.
By Power of Attorney
Appendix A
Subsidiary:
AMUNDI AM
AMUNDI IRELAND LIMITED
KBI Global Investors (North America) Ltd
KBI Global Investors Ltd