SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cousins William M.

(Last)

(First)

(Middle)

1250 S. CAPITAL OF TEXAS HIGHWAY

BUILDING 1, SUITE 330

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and Chief Product Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	18,750	0.0	D
Stock Option (Right to Buy)	03/21/2022⁽⁴⁾	03/20/2032	Common Stock	62,500	3.19	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock upon the vesting date.

2. The restricted stock units' vesting schedule is as follows: 50% after two years measured from the grant date and the last 50% after three years measured from the grant date.

3. The expiration date will be three years measured from the grant date.

4. The stock option becomes exercisable in a series of four (4) successive equal annual installments (i.e. one-fourth of the shares each year) upon optionee's completion of each year of service over the four (4) year period measured from the grant date.

Remarks:

	/s/ Donald R. Reynolds, Attorney-in-Fact for William M. Cousins	06/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.