Edgar Filing: SUBIN NEIL S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SUBIN NEIL S

2. Issuer Name and Ticker or Trading Symbol
ITERIS, INC. [ITI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3300 SOUTH DIXIE HIGHWAY, SUITE 1-365

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018

(Street)

WEST PALM BEACH, FL 33405

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2018		S		2,388	D	$ 6.0725 ⁽¹⁾	95,527 ⁽²⁾ ⁽³⁾	I	By Trust A-2 - Lloyd I. Miller
Common Stock	02/08/2018		S		29,874	D	$ 6.0725 ⁽¹⁾	1,195,162 ⁽²⁾ ⁽³⁾	I	By LIM III - Trust A-4
Common Stock	02/08/2018		S		29,874	D	$ 6.0725 ⁽¹⁾	1,195,161 ⁽²⁾ ⁽³⁾	I	By MBM - Trust A-4
Common Stock	02/08/2018		S		4,625	D	$ 6.0725 ⁽¹⁾	185,050 ⁽²⁾ ⁽³⁾	I	By Trust C - Lloyd I. Miller
Common Stock	02/08/2018		S		1,378	D	$ 6.0725 ⁽¹⁾	55,138 ⁽²⁾ ⁽³⁾	I	By Trust D - Lloyd I. Miller
Common Stock	02/08/2018		S		949	D	$ 6.0725 ⁽¹⁾	40,965 ⁽²⁾ ⁽³⁾	I	By Lloyd I. Miller, III Revocable Trust
Common Stock	02/08/2018		S		34,779	D	$ 6.0725 ⁽¹⁾	1,391,372 ⁽²⁾ ⁽³⁾	I	By Milfam II L.P.
Common Stock	02/08/2018		S		8,887	D	$ 6.0725 ⁽¹⁾	355,527 ⁽²⁾ ⁽³⁾	I	By Milfam I L.P.
Common Stock	02/08/2018		S		769	D	$ 6.0725 ⁽¹⁾	30,750 ⁽²⁾ ⁽³⁾	I	By LIMFAM LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SUBIN NEIL S 3300 SOUTH DIXIE HIGHWAY SUITE 1-365 WEST PALM BEACH, FL 33405		X

Signatures

/s/ Paul N. Silverstein Attorney-in-fact		02/12/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price in Column 4 is a weighted average price. The prices actually paid ranged from $6.01 to $6.28 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
(2)	Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.
(3)	Mr. Neil Subin succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. Mr. Subin also serves as trustee of a number of Miller family trusts.

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