Andrew B Stroud JR Form 4 Energy Recovery / ANDREW B STROUD JR ownership change

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^*

STROUD ANDREW B JR

(Last) (First) (Middle)

C/O ENERGY RECOVERY, INC.

1717 DOOLITTLE DRIVE

(Street)

SAN LEANDRO CA 94577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Energy Recovery, Inc. [ ERII ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2016

4. 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 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	09/21/2016		M		7,655	A	$2.75	21,896	D
Common Stock	09/21/2016		D		7,655	D	$15	14,241	D
Common Stock	09/21/2016		M		7,654	A	$2.75	21,895	D
Common Stock	09/21/2016		D		7,654	D	$16	14,241	D
Common Stock	09/21/2016		M		8,418	A	$5.91	22,659	D
Common Stock	09/21/2016		D		8,418	D	$16	14,241	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.75	09/21/2016		X			7,655	(1)	03/09/2025	Common Stock	7,655	$0	159,094	D
Stock Option (Right to Buy)	$2.75	09/21/2016		X			7,654	(2)	03/09/2025	Common Stock	7,654	$0	151,440	D
Stock Option (Right to Buy)	$5.91	09/21/2016		X			8,418	(3)	06/20/2024	Common Stock	8,418	$0	143,022	D

Explanation of Responses:

1. The options were exercised in accordance with an approved 10b5-1 plan dated 8/11/16. These options were originally granted as part of a larger option award on 3/10/2015. 25% of the option award became vested on the 1st anniversary of the vesting start date of 03/10/2015; thereafter, the remaining 75% vest 1/36th per month. The entire award may become fully vested on 03/10/2019.

2. The options were exercised in accordance with an approved 10b5-1 plan dated 8/11/16. These options were originally granted as part of a larger option award on 3/10/2015. 25% of the option award became vested on the 1st anniversary of the vesting start date of 03/10/2015; thereafter, the remaining 75% vest 1/36th per month. The entire award may become fully vested on 03/10/2019

3. The options were exercised in accordance with an approved 10b5-1 plan dated 8/11/16. These options were originally granted as part of a larger option award on 6/20/2014. 25% of the option award became vested on the 1st anniversary of the vesting start date of 06/20/2014; thereafter, the remaining 75% vest 1/36th per month. The entire award may become fully vested on 06/20/2018.

	/s/ William Yeung, Attorney-in-fact for Andrew B. Stroud, Jr.	09/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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