Advent International GPE VIII-I Limited Partnership Form 3/A Initial statement of insider ownership (amended)

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Advent International GPE VIII-B-1 Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2019

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/02/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned(1)	0	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Advent International GPE VIII-B-1 Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-B-2 Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-B-3 Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-B Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-C Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-D Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-F Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-H Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-I Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-J Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Explanation of Responses:

1. Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Voting Agreements dated December 23, 2019 (the "Voting Agreements"), by and between Culligan International Company, on the one hand, and each of Douglas Brown and Element Partners (each, a "Stockholder"), representing an aggregate of 11,269,2014 shares of Issuers ordinary shares beneficially owned by the Stockholders. The Voting Agreements were entered into in connection with the Agreement and Plan of Merger dated December 23, 2019, by and among Culligan International Company, Amberjack Merger Sub Limited and the Issuer. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's ordinary shares through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock.

Remarks:

Exhibit 99.1 (Joint Filer Information is incorporated herein by reference. This Amendment to Form 3 is the second of two Amendments to Form 3 being filed related to the same event. The Amendment to Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. This Amendment is filed solely to add EDGAR CIKs for certain reporting persons.

	ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L. By: ADVENT INTERNATIONAL GPE VIII, LLC /s/ Justin Nuccio, Manager By: ADVENT INTERNATIONAL CORPORATION /s/ James Westra, General Counsel and Managing Partner	02/05/2020
	** 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 5 (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.