Reilly Richard F Form 4 AquaVenture / Richard F Reilly 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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X

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^*

Reilly Richard F

(Last) (First) (Middle)

C/O CONYERS CORP. SERVICES (B.V.I.) LTD.

COMMERCE HOUSE, WICKHAMS CAY 1

(Street)

ROAD TOWN D8 VG1110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AquaVenture Holdings Ltd [ WAAS ]

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)
03/30/2020

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
Ordinary Shares	03/30/2020		D(1)		9,754	D	$27.1	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
Share Options	$18	03/30/2020		D			7,560	(2)	(2)	Ordinary Shares	7,560	(2)	0	D
Deferred Compensation - Phantom Share Units	(3)	03/30/2020		D			14,785	(3)	(3)	Ordinary Shares	14,785	(3)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each ordinary share outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $27.10 in cash, without interest.

2. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share option outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (without interest and subject to deduction for any applicable tax withholdings) equal to the excess, if any, of $27.10 over the per share exercise price of such share option.

3. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each phantom share unit outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, became fully vested and was cancelled in exchange for a right to receive a cash payment in an amount equal to $27.10, without interest, for each ordinary share underlying the phantom share unit, less any required withholding taxes.

	/s/ Chad Schafer, as attorney-in-fact	03/30/2020
	** 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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