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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD STE 810

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007

4. If Amendment, Date of 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

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	02/21/2007		P		3,301	A	$2.4	2,963,783	I	Footnote⁽¹⁾
Common Stock								41,667	I	Footnote⁽²⁾
Common Stock								50,000	I	Footnote⁽³⁾
Common Stock								33,333	D⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	80,875		80,875	I	Footnote⁽¹⁾
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	77,505		77,505	I	Footnote⁽¹⁾
Warrant to Purchase Common Stock	$3.61							05/19/2004	05/18/2009	Common Stock	15,506		15,506	I	Footnote⁽²⁾
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	21,998		21,998	D⁽⁴⁾
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	21,081		21,081	D⁽⁴⁾
6% Convertible Debenture	$3.61							05/19/2004	05/19/2009	Common Stock	88,644⁽⁶⁾		88,644	I	Footnote⁽⁵⁾
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	10,352		10,352	I	Footnote⁽⁵⁾
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	9,920		9,920	I	Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD STE 810

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riley Investment Management LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD.

SUITE 810

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riley Investment Partners Master Fund, L.P.

(Last)

(First)

(Middle)

11100 SANTA MONICA BOULEVARD

SUITE 810

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. Sole equity owner of Riley Investment Management LLC, General Partner of Riley Investment Partners Master Fund, L.P.

2. Bryant Riley, as controlling shareholder of B. Riley and Co. Inc.

3. Bryant Riley, as trustee of the B. Riley & Co. Retirement Trust

4. Bryant Riley, as holder of a joint account with his spouse.

5. Bryant Riley, as custodian for his children. Reporting Persons disclaim beneficial ownership of these securities.

6. As converted to common stock basis.

	/s/ Bryant Riley	02/22/2007
	** 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 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).
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