Edgar Filing: ITERIS, INC.

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 ^*

Fundamental Global Investors, LLC

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

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

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

(Last)

(First)

(Middle)

4201 CONGRESS STREET, SUITE 140,

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016

(Street)

CHARLOTTE, NC 28209

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, $0.10 par value per share	09/06/2016		P		30,000	A	$ 3.7867 ⁽³⁾	218,854 ⁽¹⁾ ⁽²⁾	I	Fundamental Global Partners, LP
Common Stock, $0.10 par value per share	09/06/2016		P		70,000	A	$ 3.7867 ⁽³⁾	503,191 ⁽¹⁾ ⁽²⁾	I	Fundamental Global Partners Master Fund, LP
Common Stock, $0.10 par value per share	09/07/2016		P		30,000	A	$ 3.7867 ⁽⁴⁾	248,854 ⁽¹⁾ ⁽²⁾	I	Fundamental Global Partners, LP
Common Stock, $0.10 par value per share	09/07/2016		P		70,000	A	$ 3.7867 ⁽⁴⁾	573,191 ⁽¹⁾ ⁽²⁾	I	Fundamental Global Partners Master Fund, LP
Common Stock, $0.10 par value per share								1,778,149 ⁽¹⁾ ⁽²⁾	I	RELM Wireless Corporation
Common Stock, $0.10 par value per share								2,605 ⁽¹⁾	D

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
Fundamental Global Investors, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209	X
RELM WIRELESS CORP 7100 TECHNOLOGY DRIVE WEST MELBOURNE, FL 32904				Other
Cerminara Kyle C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209	X
Johnson Lewis M C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209				Other
MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209				Other

Signatures

FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager		09/08/2016
^**Signature of Reporting Person		Date
RELM WIRELESS CORP /s/ William P. Kelly, EVP and Chief Financial Officer		09/08/2016
^**Signature of Reporting Person		Date
/s/ D. Kyle Cerminara		09/08/2016
^**Signature of Reporting Person		Date
/s/ Lewis M. Johnson		09/08/2016
^**Signature of Reporting Person		Date
/s/ Joseph H. Moglia		09/08/2016
^**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 Reporting Persons beneficially own in the aggregate 2,600,194 shares of Common Stock, which represent approximately 8.1% of the Company?s outstanding shares of Common Stock. In addition, Mr. D. Kyle Cerminara, who serves on the Board of Directors of the Company, holds 2605 RSUs granted to him as director compensation. The RSUs vest in full on October 26, 2016, subject to continued service. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners, LP (?FGPP?), Fundamental Global Partners Master Fund, LP (?FGPM?) and RELM Wireless Corporation (?RWC?).
(2)	Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPP and FGPM. Due to their positions with RWC, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be a beneficial owners of the shares of Common Stock disclosed as directly owned by RWC. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
(3)	The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.7000 to $3.8600. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
(4)	The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.6750 to $3.8500. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

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