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 *
Bergera J. Joseph
  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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 1, SUITE 330		 3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024
(Street)

AUSTIN, TX 78746		 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)
Code V Amount (A) or (D) Price
Common Stock 02/29/2024   M   14,000 A $ 2.38 193,138 D  
Common Stock 02/29/2024   S(1)   10,714 D $ 5.1861 (2) 182,424 D  
Common Stock 03/01/2024   M   18,500 A $ 2.38 200,924 D  
Common Stock 03/01/2024   S(1)   12,736 D $ 5.1741 (3) 188,188 D  
Common Stock 03/04/2024   M   17,500 A $ 2.38 205,688 D  
Common Stock 03/04/2024   S(1)   13,450 D $ 5.0285 (4) 192,238 D  
Common Stock 03/04/2024   M   4,323 A $ 2.38 196,561 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 2.38 02/29/2024   M     14,000   (5) 09/22/2025 Common Stock 14,000 $ 2.38 1,136,000 D  
Stock Option (Right to Buy) $ 2.38 03/01/2024   M     18,500   (5) 09/22/2025 Common Stock 18,500 $ 2.38 1,117,500 D  
Stock Option (Right to Buy) $ 2.38 03/04/2024   M     17,500   (5) 09/22/2025 Common Stock 17,500 $ 2.38 1,100,000 D  
Stock Option (Right to Buy) $ 2.38 03/04/2024   M     4,323   (5) 09/22/2025 Common Stock 4,323 $ 2.38 1,095,677 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bergera J. Joseph
1250 S. CAPITAL OF TEXAS HIGHWAY
BUILDING 1, SUITE 330
AUSTIN, TX 78746		   X     President and CEO  

Signatures

 /s/ Donald R. Reynolds, Attorney-in-Fact for Joseph Bergera   03/04/2024
**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) As disclosed in Iteris' Form 10-Q for the quarter ended December 31, 2023, pursuant to a Rule 10b5-1 plan adopted on November 30, 2023, the Reporting Person sold only enough shares to cover the exercise price and related taxes upon the Reporting Person's exercise of a portion of his stock options that expire in September 2025. The Reporting Person retained all of the remaining shares purchased upon exercise.
(2) The reported securities were sold in multiple transactions at prices ranging from $5.11 to $5.24. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(3) The reported securities were sold in multiple transactions at prices ranging from $5.06 to $5.24. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(4) The reported securities were sold in multiple transactions at prices ranging from $5.00 to $5.15. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(5) The option vested in full on September 22, 2019.

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