Advent International GPE VIII Form 4 AquaVenture / INTERNATIONAL CORP/MA ADVENT 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^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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, no par value(1)	03/30/2020		P(1)		31,971,571(1)	A	$27.1(1)	100(2)	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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII, LLC

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VIII GP S.a.r.l.

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AP GPE VIII GP Limited Partnership

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VIII GP 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 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-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)

Explanation of Responses:

1. On March 30, 2020, Culligan International Company ("Culligan"), Amberjack Merger Sub Limited ("Merger Sub") and the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated December 23, 2019, by and among Culligan, Merger Sub and the Issuer (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving (the "Surviving Entity") the Merger as a subsidiary of Culligan. At the effective time of the Merger, each outstanding ordinary share, no par value of Issuer was cancelled and converted into the right to receive $27.10 in cash, without interest.

2. Prior to the Merger, Culligan, together with affiliates of Advent International Corporation, held 100 ordinary shares of Merger Sub, no par value per share, which shares represented all of the issued and outstanding capital stock of Merger Sub. As a result of the Merger, each of the 100 ordinary shares of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and became one validly issued, fully paid and non-assessable ordinary share of the Surviving Entity.

Remarks:

This Form 4 is the first of three Forms 4 being filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.

	ADVENT INTERNATIONAL CORPORATION /s/ James Westra, General Counsel and Managing Partner	04/01/2020
	GPE VIII GP S.A R.L. By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner	04/01/2020
	AP GPE VIII GP LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER /s/ James Westra, General Counsel and Managing Partner	04/01/2020
	GPE VIII GP LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER /s/ James Westra, General Counsel and Managing Partner	04/01/2020
	ADVENT INTERNATIONAL GPE VIII, LLC By: ADVENT INTERNATIONAL CORPORATION, MANAGER /s/ James Westra, General Counsel and Managing Partner	04/01/2020
	** 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 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).
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