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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AquaVenture Holdings Ltd [ WAAS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 12/31/2018 | M | 2,035(1) | A | $0 | 18,903 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Deferred Compensation - Phantom Share Unit | (2) | 12/31/2018 | M | 2,035.71(1) | (4) | (4) | Ordinary Shares | 2,035.71(1) | $0 | 0 | D | ||||
| Deferred Compensation - Phantom Share Unit | (2) | 01/02/2019 | A | 734.63(3) | (5) | (5) | Ordinary Shares | 734.63 | $20.01 | 734.63 | D | ||||
| Explanation of Responses: |
| 1. On December 31, 2018, pursuant to the Issuer's Independent Directors' Deferred Compensation Program (the "Program") which was established under the Issuer's 2016 Share Option and Incentive Plan (the "Plan"), 2,035.71 phantom shares units held by the reporting person vested and were automatically converted into 2,035 ordinary shares of the Issuer, (the "Ordinary Shares"), plus $13.41 in cash in lieu of any fractional Ordinary Shares, based on the Issuer's closing share price as reported on The New York Stock Exchange on December 31, 2018. |
| 2. Each phantom share unit (which is in the form of a deferred compensation share unit) is the economic equivalent of one ordinary share of the Issuer. |
| 3. Represents the number of phantom share units credited to the reporting person's deferred account pursuant to the Program. The number of whole and fractional phantom share units credited to the reporting person's deferred account is equal to 120% of the aggregate deferred cash fees that would otherwise be payable on such date divided by the closing price of the Issuer's ordinary shares on the award date. |
| 4. Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2018. |
| 5. Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2020. |
| /s/ Chad Schafer, attorney-in-fact | 01/03/2019 | |
| ** 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). | ||
| 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. | ||