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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/29/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 350868 |
| Issuer Name: ITERIS, INC. |
| Issuer Trading Symbol: ITI |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1653403 |
| | Owner Name: Bergera J. Joseph |
| Reporting Owner Address: |
| | Owner Street 1: 1250 S. CAPITAL OF TEXAS HIGHWAY |
| | Owner Street 2: BUILDING 1, SUITE 330 |
| | Owner City: AUSTIN |
| | Owner State: TX |
| | Owner ZIP Code: 78746 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President and CEO |
Aff 10b5 One: 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,000 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 193,138 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,714 |
| | | Transaction Price Per Share: |
| Value: 5.1861 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 182,424 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 18,500 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,924 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 12,736 |
| | | Transaction Price Per Share: |
| Value: 5.1741 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 188,188 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 17,500 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 205,688 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 13,450 |
| | | Transaction Price Per Share: |
| Value: 5.0285 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 192,238 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,323 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 196,561 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 2.38 |
| | Transaction Date: |
| | | Value: 2/29/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,000 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 9/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 14,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,136,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 2.38 |
| | Transaction Date: |
| | | Value: 3/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 18,500 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 9/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 18,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,117,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 2.38 |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 17,500 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 9/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 17,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,100,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 2.38 |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,323 |
| | | Transaction Price Per Share: |
| Value: 2.38 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 9/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 4,323 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,095,677 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: As disclosed in Iteris' Form 10-Q for the quarter ended December 31, 2023, pursuant to a Rule 10b5-1 plan adopted on November 30, 2023, the Reporting Person sold only enough shares to cover the exercise price and related taxes upon the Reporting Person's exercise of a portion of his stock options that expire in September 2025. The Reporting Person retained all of the remaining shares purchased upon exercise. |
| Footnote - F2: The reported securities were sold in multiple transactions at prices ranging from $5.11 to $5.24. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F3: The reported securities were sold in multiple transactions at prices ranging from $5.06 to $5.24. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F4: The reported securities were sold in multiple transactions at prices ranging from $5.00 to $5.15. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F5: The option vested in full on September 22, 2019. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Donald R. Reynolds, Attorney-in-Fact for Joseph Bergera |
| Signature Date: 3/4/24 |