sc13da506777015_12172015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 5)1

Itron, Inc.
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

465741106
(CUSIP Number)
 
SAMANTHA NASELLO
SCOPIA CAPITAL MANAGEMENT LP
152 West 57th Street, 33rd Floor
New York, New York 10019
(212) 370-0303

STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 15, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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.

The information required on 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).
 
 
 
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
31,414
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
31,414
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,414
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LB LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
45,402
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
45,402
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
45,402
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
868,708
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
868,708
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
868,708
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
25,226
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
25,226
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,226
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG QP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
15,865
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
15,865
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,865
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA WINDMILL FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
628,417
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
628,417
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
628,417
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
PN

 
7
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
163,566
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
163,566
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
163,566
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
8
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,147,379
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,147,379
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,147,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14
TYPE OF REPORTING PERSON
 
PN

 
9
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LB INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
122,207
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
122,207
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
122,207
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
10
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
131,664
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
131,664
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
131,664
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
11
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,179,848
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,179,848
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,179,848
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
14
TYPE OF REPORTING PERSON
 
OO

 
12
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL MANAGEMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,259,061
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,259,061
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,259,061
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
PN

 
13
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA MANAGEMENT, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
3,259,061
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,259,061
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,259,061
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
CO

 
14
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
MATTHEW SIROVICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,259,061
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,259,061
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,259,061
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
IN

 
15
 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
JEREMY MINDICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,259,061
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,259,061
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,259,061
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
IN

 
16
 
CUSIP NO. 465741106
 
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
 
The aggregate purchase price of the 31,414 Shares beneficially owned by Scopia Long is approximately $1,044,435, excluding brokerage commissions.
 
The aggregate purchase price of the 45,402 Shares beneficially owned by Scopia LB is approximately $1,494,868, excluding brokerage commissions.
 
The aggregate purchase price of the 868,708 Shares beneficially owned by Scopia PX is approximately $28,672,358, excluding brokerage commissions.
 
The aggregate purchase price of the 25,226 Shares beneficially owned by Scopia Partners is approximately $832,040, excluding brokerage commissions.
 
The aggregate purchase price of the 15,865 Shares beneficially owned by Scopia Long QP is approximately $590,578, excluding brokerage commissions.
 
The aggregate purchase price of the 628,417 Shares beneficially owned by Scopia Windmill is approximately $20,841,031, excluding brokerage commissions.
 
The aggregate purchase price of the 163,566 Shares beneficially owned by Scopia International is approximately $5,394,542, excluding brokerage commissions.
 
The aggregate purchase price of the 1,147,379 Shares beneficially owned by Scopia PX International is approximately $37,857,001, excluding brokerage commissions.
 
The aggregate purchase price of the 122,207 Shares beneficially owned by Scopia LB International is approximately $4,004,224, excluding brokerage commissions.
 
The aggregate purchase price of the 131,664 Shares beneficially owned by Scopia Long International is approximately $4,376,138, excluding brokerage commissions.
 
The aggregate purchase price of the 79,213 Shares held in the Managed Account is approximately $2,613,323, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 37,897,742 Shares outstanding as of October 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2015.
 
 
17
 
CUSIP NO. 465741106
 
A.
Scopia Long
 
 
(a)
As of the close of business on December 16, 2015, Scopia Long beneficially owned 31,414 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote:  31,414
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  31,414
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Long since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
Scopia LB
 
 
(a)
As of the close of business on December 16, 2015, Scopia LB beneficially owned  45,402 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote:  45,402
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  45,402
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia LB since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
Scopia PX
 
 
(a)
As of the close of business on December 16, 2015, Scopia PX beneficially owned 868,708 Shares.
 
Percentage: Approximately 2.3%
 
 
(b)
1. Sole power to vote or direct vote:  868,708
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  868,708
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia PX since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
18
 
CUSIP NO. 465741106
 
D.
Scopia Partners
 
 
(a)
As of the close of business on December 16, 2015, Scopia Partners beneficially owned 25,226 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 25,226
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 25,226
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Partners since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
Scopia Long QP
 
 
(a)
As of the close of business on December 16, 2015, Scopia Long QP beneficially owned 15,865 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote:  15,865
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  15,865
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Long QP since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
F.
Scopia Windmill
 
 
(a)
As of the close of business on December 16, 2015, Scopia Windmill beneficially owned 628,417 Shares.
 
Percentage: Approximately 1.7%
 
 
(b)
1. Sole power to vote or direct vote:  628,417
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  628,417
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Windmill since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
19
 
CUSIP NO. 465741106
 
G.
Scopia International
 
 
(a)
As of the close of business on December 16, 2015, Scopia International beneficially owned 163,566 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 163,566
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 163,566
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Scopia PX International
 
 
(a)
As of the close of business on December 16, 2015, Scopia PX International beneficially owned 1,147,379 Shares.
 
Percentage: Approximately 3.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,147,379
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,147,379
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia PX International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
I.
Scopia LB International
 
 
(a)
As of the close of business on December 16, 2015, Scopia LB International beneficially owned 122,207  Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 122,207
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 122,207
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia LB International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
20
 
CUSIP NO. 465741106
 
J.
Scopia Long International
 
 
(a)
As of the close of business on December 16, 2015, Scopia Long International beneficially owned 131,664 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 131,664
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 131,664
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Long International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
K.
Scopia Capital
 
 
(a)
Scopia Capital, as the Managing Member of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners and Scopia Long QP, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International, may be deemed the beneficial owner of the: (i)  31,414 Shares owned by Scopia Long; (ii)  45,402 Shares owned by Scopia LB; (iii)  868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi)  628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207  Shares owned by Scopia LB International; and (x) 131,664 Shares owned by Scopia Long International.
 
Percentage: Approximately 8.4%
 
 
(b)
1. Sole power to vote or direct vote: 3,179,848
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,179,848
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.  The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
L.
Scopia Management
 
 
(a)
As of the close of business on December 16, 2015, 79,213 Shares were held in the Managed Account. Scopia Management, as the Investment Manager of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and the Managed Account, may be deemed the beneficial owner of the: (i)  31,414 Shares owned by Scopia Long; (ii)  45,402 Shares owned by Scopia LB; (iii)  868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi)  628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207  Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi)  79,213 Shares held in the Managed Account.
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 3,259,061
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,259,061
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the securities of the Issuer by Scopia Management through the Managed Account and on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
21
 
CUSIP NO. 465741106
 
M.
Scopia Inc.
 
 
(a)
Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i)  31,414 Shares owned by Scopia Long; (ii)  45,402 Shares owned by Scopia LB; (iii)  868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi)  628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207  Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi)  79,213 Shares held in the Managed Account.
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 3,259,061
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,259,061
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Inc. has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.  The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
N.
Mr. Sirovich
 
 
(a)
Mr. Sirovich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i)  31,414 Shares owned by Scopia Long; (ii)  45,402 Shares owned by Scopia LB; (iii)  868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi)  628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207  Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi)  79,213 Shares held in the Managed Account.
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,259,061
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,259,061

 
(c)
Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.  The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
O.
Mr. Mindich
 
 
(a)
Mr. Mindich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i)  31,414 Shares owned by Scopia Long; (ii)  45,402 Shares owned by Scopia LB; (iii)  868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi)  628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207  Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi)  79,213 Shares held in the Managed Account.
 
Percentage: Approximately 8.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,259,061
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,259,061

 
(c)
Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.  The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
22
 
CUSIP NO. 465741106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 17, 2015
 
SCOPIA LONG LLC
 
SCOPIA LB LLC
 
SCOPIA PX LLC
 
SCOPIA PARTNERS LLC
 
SCOPIA LONG QP LLC
 
SCOPIA LONG INTERNATIONAL MASTER FUND LP
  
SCOPIA WINDMILL FUND LP
 
SCOPIA INTERNATIONAL MASTER FUND LP
 
SCOPIA PX INTERNATIONAL MASTER FUND LP
 
SCOPIA LB INTERNATIONAL MASTER FUND LP
 
 
 
By:
Scopia Capital Management LP
 
Investment Manager
 
By:
Scopia Management, Inc.
 
General Partner
 
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
 
Title:
Managing Director
 
 

 
SCOPIA CAPITAL MANAGEMENT LP
   
 
By:
Scopia Management, Inc.
General Partner
     
 
By:
/s/ Matthew Sirovich
   
Name:
Matthew Sirovich
   
Title:
Managing Director


SCOPIA CAPITAL GP LLC
  
SCOPIA MANAGEMENT, INC.
     
By:
/s/ Matthew Sirovich
  
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
    
Name:
Matthew Sirovich
 
Title:
Managing Member
    
Title:
Managing Director

 
23
 
CUSIP NO. 465741106

   
 
/s/ Matthew Sirovich
 
MATTHEW SIROVICH


   
 
/s/ Jeremy Mindich
 
JEREMY MINDICH

 
24
 
CUSIP NO. 465741106
 
SCHEDULE A
 
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D
 
Nature of the Transaction
Amount of Securities
Purchased/(Sold)
Price Per Share ($)
Date of
Purchase/Sale

SCOPIA LONG LLC
       
Purchase of Common Stock
157
35.2793
12/11/2015
Purchase of Common Stock
284
34.9239
12/14/2015
Purchase of Common Stock
3,063
35.2893
12/15/2015
Purchase of Common Stock
231
35.3753
12/15/2015

SCOPIA LB LLC
       
Purchase of Common Stock
233
35.2793
12/11/2015
Purchase of Common Stock
422
34.9239
12/14/2015
Purchase of Common Stock
4,543
35.2893
12/15/2015
Purchase of Common Stock
343
35.3753
12/15/2015

SCOPIA PX LLC
       
Purchase of Common Stock
4,652
35.2793
12/11/2015
Purchase of Common Stock
8,401
34.9239
12/14/2015
Purchase of Common Stock
90,543
35.2893
12/15/2015
Purchase of Common Stock
6,841
35.3753
12/15/2015

SCOPIA PARTNERS LLC

       
Purchase of Common Stock
126
35.2793
12/11/2015
Purchase of Common Stock
227
34.9239
12/14/2015
Purchase of Common Stock
2,451
35.2893
12/15/2015
Purchase of Common Stock
185
35.3753
12/15/2015

SCOPIA LONG QP LLC
       
Purchase of Common Stock
74
35.2793
12/11/2015
Purchase of Common Stock
134
34.9239
12/14/2015
Purchase of Common Stock
1,442
35.2893
12/15/2015
Purchase of Common Stock
109
35.3753
12/15/2015
 
 
 
 
CUSIP NO. 465741106

 
SCOPIA WINDMILL FUND LP
       
Purchase of Common Stock
3,463
35.2793
12/11/2015
Purchase of Common Stock
6,254
34.9239
12/14/2015
Purchase of Common Stock
67,406
35.2893
12/15/2015
Purchase of Common Stock
5,093
35.3753
12/15/2015

SCOPIA INTERNATIONAL MASTER FUND LP
       
Purchase of Common Stock
764
35.2793
12/11/2015
Purchase of Common Stock
1,380
34.9239
12/14/2015
Purchase of Common Stock
14,876
35.2893
12/15/2015
Purchase of Common Stock
1,124
35.3753
12/15/2015

SCOPIA PX INTERNATIONAL MASTER FUND LP
       
Purchase of Common Stock
5,845
35.2793
12/11/2015
Purchase of Common Stock
10,554
34.9239
12/14/2015
Purchase of Common Stock
113,736
35.2893
12/15/2015
Purchase of Common Stock
8,595
35.3753
12/15/2015

SCOPIA LB INTERNATIONAL MASTER FUND LP
       
Purchase of Common Stock
627
35.2793
12/11/2015
Purchase of Common Stock
1,132
34.9239
12/14/2015
Purchase of Common Stock
12,203
35.2893
12/15/2015
Purchase of Common Stock
922
35.3753
12/15/2015

SCOPIA LONG INTERNATIONAL MASTER FUND LP
       
Purchase of Common Stock
658
35.2793
12/11/2015
Purchase of Common Stock
1,188
34.9239
12/14/2015
Purchase of Common Stock
12,802
35.2893
12/15/2015
Purchase of Common Stock
967
35.3753
12/15/2015

SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
       
Purchase of Common Stock
401
35.2793
12/11/2015
Purchase of Common Stock
724
34.9239
12/14/2015
Purchase of Common Stock
7,804
35.2893
12/15/2015
Purchase of Common Stock
590
35.3753
12/15/2015