SSNI Silver Spring Networks, Inc. (delisted)

SUPPLEMENT TO PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 3, 2018

This is a supplement to the definitive proxy statement dated November 16, 2017 (which we refer to as the “Proxy Statement” ) of Silver Spring Networks, Inc., a Delaware corporation, which we refer to as “ Silver Spring, ”   “ we, ”   “ us ” or “ our ” , that was mailed to you in connection with the solicitation of proxies for use at the special meeting of stockholders to be held on January 3, 2018, at 10:00 a.m. (Pacific Time) at Silver Spring ’ s offices at 230 W. Tasman Drive, San Jose, CA 95134 for the following purposes:

1.

Adoption of the Merger Agreement and Approval of the Merger . To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 17, 2017, as it may be amended from time to time, which we refer to as the “merger agreement,” by and among Silver Spring, Itron, Inc., a Washington corporation, which we refer to as “Itron,” and Ivory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Itron, which we refer to as “Merger Sub,” and approve the merger, which we refer to as the “merger proposal.” Pursuant to the terms of the merger agreement, and subject to the conditions thereof, Merger Sub will merge with and into Silver Spring, which we refer to as the “merger,” with Silver Spring continuing as the surviving corporation and becoming a wholly-owned subsidiary of Itron.

2.

Adjournment of the Special Meeting . To consider and vote upon a proposal to approve the adjournment of the special meeting if necessary or appropriate in the view of the Silver Spring board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger, which we refer to as the “adjournment proposal.”

Our board of directors previously established November 9, 2017 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof.

The Silver Spring board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

No action in connection with this supplement to the Proxy Statement is required by any stockholder who previously delivered a proxy and who does not wish to revoke or change that proxy. Information about voting or revoking a proxy appears on pages 27-28 of the Proxy Statement.

Litigation Relating to the Merger

As described in the Proxy Statement, on November 9, 2017, James Geller, a purported stockholder of Silver Spring, filed a putative stockholder class action complaint in the United States District Court for the Northern District of California against Silver Spring and the individual members of the Silver Spring board of directors, captioned Geller v. Silver Spring Networks, Inc., et al. , Case No. 5:17-cv-06532-EJD (which we refer to as the “Geller Complaint”). On November 11, 2017, Kantradt LLC, a purported stockholder of Silver Spring, filed a putative stockholder class action complaint in the United States District Court for the Northern District of California against Silver Spring and the individual members of the Silver Spring board of directors, captioned Kantradt LLC v. Silver Spring Networks, Inc., et al. , No. 5:17-cv-06548-VC (which we refer to as the “Kantradt Complaint”).  On November 16, 2017, subsequent to the filing of the Proxy Statement, Ben Suscavage, a purported stockholder of Silver Spring, filed a putative stockholder class action complaint in the United States District Court for the Northern District of California against Silver Spring and the individual members of the Silver Spring board of directors, captioned Suscavage v. Silver Spring Networks, Inc., et al. , Case No. 5:17-cv-00625-SVK (which we refer to the “Suscavage Complaint”).  Additionally, on November 20, 2017 and subsequent to the filing of the Proxy Statement, Louis Scarantino, a purported stockholder of Silver Spring, filed a putative stockholder class action complaint in the United States District Court for the Northern District of California against Silver Spring, the individual members of the Silver Spring board of directors, Itron, and the Merger Sub captioned Scarantino v. Silver Spring Networks, Inc., et al. , Case No. 3:17-cv-006688 (which we refer to the “Scarantino Complaint” and together with the Geller Complaint, the Kantradt Complaint and the Suscavage Complaint, the “Complaints”). The Complaints each assert that defendants violated Sections 14(a) and 20(a) of the Exchange Act by making untrue statements of material fact and omitting certain material facts related to the contemplated merger in the proxy statement. The Complaints seek, among other things, an order enjoining defendants from consummating the merger, money damages and an award of attorneys’ and experts’ fees.

Silver Spring believes that the claims asserted in the pending actions in the United States District Court for the Northern District of California are without merit and denies the allegations in each of those actions. However, in order to alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, Silver Spring has provided certain additional disclosures (the “Supplemental Disclosures”) in this supplement to the Proxy Statement. Counsel for plaintiffs in each of the actions have confirmed that the Supplemental Disclosures will moot their claims and that they will accordingly dismiss those actions with prejudice as to the named plaintiffs, and without prejudice as to other stockholders. The Supplemental Disclosures should be read in conjunction with the Proxy Statement, which we urge you to read in its entirety. The Supplemental Disclosures should not be regarded as an indication that any of Silver Spring, Itron or their respective affiliates, officers, directors or other representatives, or any recipient of this information, considered or now considers the information contained in the Supplemental Disclosures to be material; rather, Silver Spring believes that the Proxy Statement disclosed all necessary information, and denies that any additional disclosures are or were required under any federal or state law.

Supplemental Disclosures

Silver Spring is providing certain disclosures that supplement those contained in the Proxy Statement. The supplemental information provided below should be read in conjunction with the Proxy Statement, which we urge you to read in its entirety.