sc13da109158005_09302015.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. 1)1

Itron, Inc.
(Name of Issuer)

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

465741106
(CUSIP Number)

JEROME J. LANDE
COPPERSMITH CAPITAL MANAGEMENT, LLC
1 World Trade Center, 85th Floor
New York, New York 10007
(212) 804-8001
 
STEVE WOLOSKY, ESQ.
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)

September 28, 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
 
COPPERSMITH VALUE PARTNERS II, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
160,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
160,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
160,000
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
2

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
COPPERSMITH CAPITAL PARTNERS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
160,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
160,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
160,000
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.
 
 
3

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
COPPERSMITH CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
920,259
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
920,259
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
920,259
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
4

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
JEROME J. LANDE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
920,259
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
920,259
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
920,259
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
5

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
CRAIG ROSENBLUM
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
920,259
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
920,259
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
920,259
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
6

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
18,506
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
18,506
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,506
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
7

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA LB LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
26,702
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
26,702
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,702
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
8

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
516,581
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
516,581
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
516,581
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
9

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
15,306
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
15,306
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,306
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
10

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA WINDMILL FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
349,957
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
349,957
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
349,957
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
11

 
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) x
  (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
 
99,035
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
99,035
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
99,035
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
12

 
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) x
  (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
 
687,239
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
687,239
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
687,239
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%*
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
13

 
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) x
  (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
 
55,558
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
55,558
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
55,558
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
14

 
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) x
  (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
 
77,516
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
77,516
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
77,516
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
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
15

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
1,846,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,846,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,846,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
16

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL MANAGEMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
1,893,911
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,893,911
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,893,911
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%*
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
17

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
SCOPIA MANAGEMENT, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
1,893,911
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,893,911
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,893,911
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%*
14
TYPE OF REPORTING PERSON
 
CO
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
18

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
MATTHEW SIROVICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
1,893,911
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,893,911
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,893,911
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
19

 
CUSIP NO. 465741106
 
1
NAME OF REPORTING PERSON
 
JEREMY MINDICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
1,893,911
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,893,911
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,893,911
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D. See Item 5 for further detail.

 
20

 
CUSIP NO. 465741106
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D.
 
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 Coppersmith Value II and held in the Coppersmith Accounts 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. The aggregate purchase price of the 160,000 Shares beneficially owned by Coppersmith Value II is approximately $4,760,874, including brokerage commissions. The aggregate purchase price of the 760,259 Shares held in the Coppersmith Accounts is approximately $24,999,999, including brokerage commissions.
 
The Shares purchased by each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, 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 18,506 Shares beneficially owned by Scopia Long is approximately $587,648, excluding brokerage commissions.
 
The aggregate purchase price of the 26,702 Shares beneficially owned by Scopia LB is approximately $842,640, excluding brokerage commissions.
 
The aggregate purchase price of the 516,581 Shares beneficially owned by Scopia PX is approximately $16,265,022, excluding brokerage commissions.
 
The aggregate purchase price of the 15,306 Shares beneficially owned by Scopia Partners is approximately $482,521, excluding brokerage commissions.
 
The aggregate purchase price of the 349,957 Shares beneficially owned by Scopia Windmill is approximately $11,028,796, excluding brokerage commissions.
 
The aggregate purchase price of the 99,035 Shares beneficially owned by Scopia International is approximately $3,121,720, excluding brokerage commissions.
 
The aggregate purchase price of the 687,239 Shares beneficially owned by Scopia PX International is approximately $21,648,850, excluding brokerage commissions.
 
The aggregate purchase price of the 55,558 Shares beneficially owned by Scopia LB International is approximately $1,714,696, excluding brokerage commissions.
 
The aggregate purchase price of the 77,516 Shares beneficially owned by Scopia Long International is approximately $2,460,395, excluding brokerage commissions.
 
 
21

 
CUSIP NO. 465741106
 
The aggregate purchase price of the 47,511 Shares held in the Managed Account is approximately $1,497,206, 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 38,138,896 Shares outstanding as of July 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 August 6, 2015.
 
A.
Coppersmith Value II
 
 
(a)
As of the close of business on September 29, 2015, Coppersmith Value II beneficially owned 160,000 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 160,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 160,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Coppersmith Value II has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
B.
Coppersmith Partners
 
 
(a)
Coppersmith Partners, as the general partner of Coppersmith Value II, may be deemed the beneficial owner of the 160,000 Shares owned by Coppersmith Value II.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 160,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 160,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Coppersmith Partners has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
C.
Coppersmith Capital
 
 
(a)
As of the close of business on September 29, 2015, 760,259 Shares were held in the Coppersmith Accounts. Coppersmith Capital, as the Investment Manager of Coppersmith Value II and the Coppersmith Accounts, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
 
Percentage: Approximately 2.4%
 
 
22

 
CUSIP NO. 465741106
 
 
(b)
1. Sole power to vote or direct vote: 920,259
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 920,259
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Coppersmith Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
D.
Mr. Lande
 
 
(a)
Mr. Lande, as the Managing Member of each of Coppersmith Partners and Coppersmith Capital, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 920,259
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 920,259

 
(c)
Mr. Lande has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
E.
Mr. Rosenblum
 
 
(a)
Mr. Rosenblum, as a Member of each of Coppersmith Partners and Coppersmith Capital, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 920,259
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 920,259

 
(c)
Mr. Rosenblum has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
F.
Scopia Long
 
 
(a)
As of the close of business on September 29, 2015, Scopia Long beneficially owned 18,506 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 18,506
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 18,506
 
4. Shared power to dispose or direct the disposition: 0
 
 
23

 
 
 
(c)
The transactions in the Shares by Scopia Long since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Scopia LB
 
 
(a)
As of the close of business on September 29, 2015, Scopia LB beneficially owned 26,702 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 26,702
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 26,702
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Scopia LB since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Scopia PX
 
 
(a)
As of the close of business on September 29, 2015, Scopia PX beneficially owned 516,581 Shares.
 
Percentage: Approximately 1.4%
 
 
(b)
1. Sole power to vote or direct vote: 516,581
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 516,581
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
I.
Scopia Partners
 
 
(a)
As of the close of business on September 29, 2015, Scopia Partners beneficially owned 15,306 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 15,306
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 15,306
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
24

 
CUSIP NO. 465741106
 
J.
Scopia Windmill
 
 
(a)
As of the close of business on September 29, 2015, Scopia Windmill beneficially owned 349,957 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote:  349,957
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  349,957
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Windmill since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
K.
Scopia International
 
 
(a)
As of the close of business on September 29, 2015, Scopia International beneficially owned 99,035 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 99,035
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 99,035
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
L.
Scopia PX International
 
 
(a)
As of the close of business on September 29, 2015, Scopia PX International beneficially owned 687,239 Shares.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 687,239
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 687,239
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
M.           Scopia LB International
 
 
(a)
As of the close of business on September 29, 2015, Scopia LB International beneficially owned 55,558 Shares.
 
Percentage: Less than 1%
 
 
25

 
CUSIP NO. 465741106
 
 
(b)
1. Sole power to vote or direct vote: 55,558
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 55,558
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia LB International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
N.           Scopia Long International
 
 
(a)
As of the close of business on September 29, 2015, Scopia Long International beneficially owned 77,516 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 77,516
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 77,516
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
O.
Scopia Capital
 
 
(a)
Scopia Capital, as the Managing Member of each of Scopia Long, Scopia LB, Scopia PX and Scopia Partners, 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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v)  349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; and (ix) 77,516 Shares owned by Scopia Long International.
 
Percentage: Approximately 4.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,846,400
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,846,400
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
26

 
CUSIP NO. 465741106
 
P.
Scopia Management
 
 
(a)
As of the close of business on September 29, 2015, 47,511 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 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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v)  349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x)  47,511 Shares held in the Managed Account.
 
Percentage: Approximately 5.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,893,911
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,893,911
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Management through the Managed Account and on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
Q.
Scopia Inc.
 
 
(a)
Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v)  349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x)  47,511 Shares held in the Managed Account.
 
Percentage: Approximately 5.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,893,911
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,893,911
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Inc. has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
27

 
CUSIP NO. 465741106
 
R.
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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v)  349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x)  47,511 Shares held in the Managed Account.
 
Percentage: Approximately 5.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,893,911
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,893,911

 
(c)
Mr. Sirovich has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
S.
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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v)  349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x)  47,511 Shares held in the Managed Account.
 
Percentage: Approximately 5.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,893,911
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,893,911

 
(c)
Mr. Mindich has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
28

 
CUSIP NO. 465741106
 
An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D.
 
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.
 
 
29

 
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:  September 30, 2015
 
 
COPPERSMITH VALUE PARTNERS II, LP
   
 
By:
Coppersmith Capital Partners, LLC
General Partner
     
 
By:
/s/ Jerome J. Lande
   
Name:
Jerome J. Lande
   
Title:
Managing Member

 
 
COPPERSMITH CAPITAL PARTNERS, LLC
   
 
By:
/s/ Jerome J. Lande
   
Name:
Jerome J. Lande
   
Title:
Managing Member

 
 
COPPERSMITH CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Jerome J. Lande
   
Name:
Jerome J. Lande
   
Title:
Managing Member


   
 
/s/ Jerome J. Lande
 
JEROME J. LANDE


   
 
/s/ Craig Rosenblum
 
CRAIG ROSENBLUM

 
30

 
CUSIP NO. 465741106
 
 
SCOPIA LONG LLC
SCOPIA WINDMILL FUND LP
   
SCOPIA LB LLC
SCOPIA INTERNATIONAL MASTER FUND LP
   
SCOPIA PX LLC
SCOPIA PX INTERNATIONAL MASTER FUND LP
   
SCOPIA PARTNERS LLC
SCOPIA LB INTERNATIONAL MASTER FUND LP
   
SCOPIA LONG 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


   
 
/s/ Matthew Sirovich
 
MATTHEW SIROVICH


   
 
/s/ Jeremy Mindich
 
JEREMY MINDICH

 
31

 
CUSIP NO. 465741106
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of the Schedule 13D
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

SCOPIA LONG LLC

877
30.9984
09/22/2015
742
31.3274
09/23/2015
421
31.2904
09/24/2015
1,111
32.2459
09/25/2015
888
31.9131
09/28/2015
432
31.2851
09/29/2015
 
SCOPIA LB LLC

1,252
30.9984
09/22/2015
1,059
31.3274
09/23/2015
601
31.2904
09/24/2015
1,585
32.2459
09/25/2015
1,333
31.9131
09/28/2015
648
31.2851
09/29/2015
 
SCOPIA PX LLC

24,051
30.9984
09/22/2015
20,336
31.3274
09/23/2015
11,537
31.2904
09/24/2015
30,443
32.2459
09/25/2015
27,423
31.9131
09/28/2015
13,330
31.2851
09/29/2015

SCOPIA PARTNERS LLC

713
30.9984
09/22/2015
603
31.3274
09/23/2015
342
31.2904
09/24/2015
902
32.2459
09/25/2015
812
31.9131
09/28/2015
395
31.2851
09/29/2015

SCOPIA WINDMILL FUND LP

16,706
30.9984
09/22/2015
14,126
31.3274
09/23/2015
8,014
31.2904
09/24/2015
21,146
32.2459
09/25/2015
18,791
31.9131
09/28/2015
9,134
31.2851
09/29/2015
 
 
 

 
CUSIP NO. 465741106
 
SCOPIA INTERNATIONAL MASTER FUND LP

4,611
30.9984
09/22/2015
3,898
31.3274
09/23/2015
2,212
31.2904
09/24/2015
5,836
32.2459
09/25/2015
5,257
31.9131
09/28/2015
2,555
31.2851
09/29/2015
 
SCOPIA PX INTERNATIONAL MASTER FUND LP

31,997
30.9984
09/22/2015
27,054
31.3274
09/23/2015
15,349
31.2904
09/24/2015
40,501
32.2459
09/25/2015
36,476
31.9131
09/28/2015
17,728
31.2851
09/29/2015

SCOPIA LB INTERNATIONAL MASTER FUND LP

2,607
30.9984
09/22/2015
2,205
31.3274
09/23/2015
1,251
31.2904
09/24/2015
3,300
32.2459
09/25/2015
2,773
31.9131
09/28/2015
1,348
31.2851
09/29/2015
 
SCOPIA LONG INTERNATIONAL MASTER FUND LP

3,674
30.9984
09/22/2015
3,107
31.3274
09/23/2015
1,762
31.2904
09/24/2015
4,650
32.2459
09/25/2015
3,717
31.9131
09/28/2015
1,807
31.2851
09/29/2015

SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)

2,212
30.9984
09/22/2015
1,870
31.3274
09/23/2015
1,061
31.2904
09/24/2015
2,800
32.2459
09/25/2015
2,530
31.9131
09/28/2015
1,230
31.2851
09/29/2015