Todd Kreter - Nov 1, 2024 Form 4 Insider Report for ITERIS, INC. (ITI)

Role
Senior Vice President
Signature
/s/ Donald R. Reynolds, as Attorney-in-Fact, for Todd Kreter
Stock symbol
ITI
Transactions as of
Nov 1, 2024
Transactions value $
-$1,349,741
Form type
4
Date filed
11/1/2024, 11:38 AM
Previous filing
Jun 28, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ITI Common Stock Disposed to Issuer -$696K -96.6K -100% $7.20 0 Nov 1, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ITI Restricted Stock Units Disposed to Issuer -$376K -52.2K -100% $7.20 0 Nov 1, 2024 Common Stock 52.2K Direct F1, F3
transaction ITI Performance Stock Units Disposed to Issuer -$278K -38.7K -100% $7.20 0 Nov 1, 2024 Common Stock 38.7K Direct F1, F4
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -46.3K -100% 0 Nov 1, 2024 Common Stock 46.3K $3.13 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -33.2K -100% 0 Nov 1, 2024 Common Stock 33.2K $4.06 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -60K -100% 0 Nov 1, 2024 Common Stock 60K $4.16 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -39.4K -100% 0 Nov 1, 2024 Common Stock 39.4K $4.21 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -35K -100% 0 Nov 1, 2024 Common Stock 35K $4.80 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -75K -100% 0 Nov 1, 2024 Common Stock 75K $4.91 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -37.5K -100% 0 Nov 1, 2024 Common Stock 37.5K $5.00 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -70K -100% 0 Nov 1, 2024 Common Stock 70K $5.10 Direct F1, F5
transaction ITI Stock Option (Right to Buy) Disposed to Issuer -75K -100% 0 Nov 1, 2024 Common Stock 75K $5.52 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Todd Kreter is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, the shares of 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").
F3 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.
F4 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..
F5 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.