Energy Recovery (ERII) Form 4/A Energy Recovery / Hans Peter Michelet 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^*

Michelet Hans Peter

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2018

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	06/14/2018		M		39,424	A	$2.49	39,424	D
Common Stock	06/14/2018		S		39,424	D	$8.2376(1)	0	D
Common Stock	06/15/2018		M		6,284	A	$2.49	6,284	D
Common Stock	06/15/2018		S		6,284	D	$8.0279(1)	0	D
Common Stock	06/15/2018		M		33,140	A	$2.61	33,140	D
Common Stock	06/15/2018		S		33,140	D	$8.0279(1)	0	D
Common Stock	06/18/2018		M		5,902	A	$2.61	5,902	D
Common Stock	06/18/2018		S		5,902	D	$8.0866(1)	0	D
Common Stock	06/18/2018		M		17,240	A	$2.92	17,240	D
Common Stock	06/18/2018		S		17,240	D	$8.0866(1)	0	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)	$8.49	06/14/2018		A		15,879		(2)	06/14/2028	Common Stock	15,879	$0	497,766	D
Stock Option (Right to Buy)	$2.49	06/14/2018		M			39,424	(3)	08/14/2022	Common Stock	39,424	$8.2376	458,342	D
Stock Option (Right to Buy)	$2.49	06/15/2018		M			6,284	(3)	08/14/2022	Common Stock	6,284	$8.0279	452,058	D
Stock Option (Right to Buy)	$2.61	06/15/2018		M			33,140	(4)	09/16/2021	Common Stock	33,140	$8.0279	418,918	D
Stock Option (Right to Buy)	$2.61	06/18/2018		M			5,902	(4)	09/16/2021	Common Stock	5,902	$8.0866	413,016	D
Stock Option (Right to Buy)	$2.92	06/18/2018		M			17,240	(5)	06/23/2025	Common Stock	17,240	$8.0866	395,776	D

Explanation of Responses:

1. The figure is the weighted average sales price of multiple trades ranging from $8.000 to $8.710 per share. The reporting person undertakes to provide to the SEC, ERI or a shareholder of ERI, full information about the number of shares sold at each separate price upon request.

2. The Shares will fully vest and become exercisable on the 2019 Annual Meeting date, anticipated to be on or about June 13, 2019.

3. This employee stock option was granted on August 14, 2012. All of the shares are fully vested and exercisable

4. This employee stock option was granted on September 16, 2011. All of the shares are fully vested and exercisable

5. This employee stock option was granted on June 23, 2015. All of the shares are fully vested and exercisable

Remarks:

	/s/ William Yeung Attorney-in-fact for Hans Peter Michelet	06/18/2018
	** 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).
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