Krohg Olaf N. Form 3 AquaVenture / Olaf N. Krohg ownership change

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

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1. Name and Address of Reporting Person^*

Krohg Olaf N.

(Last) (First) (Middle)

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

COMMERCE HOUSE, WICKHAMS CAY 1

(Street)

ROAD TOWN D8 VG11110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

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

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

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

5. 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 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)
Ordinary Shares	1,174	D
Ordinary Shares	3	I	By son(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
Restricted Share Units	(2)	(2)	Ordinary Shares	13,149	(2)	D
Share Option (right to buy)	(3)	10/06/2026	Ordinary Shares	45,574	18	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

2. Each Restricted Share Unit represents a contingent right to receive one Ordinary Share of the Company. The Restricted Share Units were issued pursuant to the Company's 2016 Share Option and Incentive Plan. 25% of the Restricted Share Units shall vest on January 31, 2019, and the remaining 75% of such shares shall vest in equal quarterly installments over the following three (3) years.

3. These options were issued pursuant to the Company's 2016 Share Option and Incentive Plan. 25% of the options shall vest on October 6, 2017, and the remaining 75% of such shall vest in equal quarterly installments over the following three (3) years.

	/s/ Olaf Krohg	01/09/2019
	** 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 5 (b)(v).
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