FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Krohg Olaf N. 2. Issuer Name and Ticker or Trading Symbol AquaVenture Holdings Ltd [ WAAS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Segment CEO
(Last)         (First)         (Middle)
C/O CONYERS CORP. SERVICES (B.V.I.) LTD., COMMERCE HOUSE, WICKHAMS CAY 1
3. Date of Earliest Transaction (MM/DD/YYYY)
1/31/2020
(Street)
ROAD TOWN, D8 VG1110
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  1/31/2020    M    3820  A $0  9646  D   
Ordinary Shares  1/31/2020    F(1)    1343  D $27.00  8303  D   
Ordinary Shares                 3  I  By son (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Share Units   (3) 1/31/2020    M        822    (4)  (4) Ordinary Shares  822  $0  6575  D   
Restricted Share Units   (3) 1/31/2020    M        2998    (5)  (5) Ordinary Shares  2998  $0  8992  D   

Explanation of Responses:
(1)  Ordinary Shares were withheld to cover the minimum income tax withholding requirements associated with the vesting of Restricted Share Units based on the closing stock price as of January 31, 2020.
(2)  The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
(3)  Each Restricted Share Unit represents a contingent right to receive one Ordinary Share of the Company.
(4)  The Restricted Share Units were issued pursuant to the Company's 2016 Share Option and Incentive Plan. One quarter of the Restricted Share Units shall vest on January 31, 2019, and the remaining 75% of such shares shall vest in equal quarterly instalments over the following three (3) years.
(5)  The Restricted Share Units were issued pursuant to the Company's 2016 Share Option and Incentive Plan. One quarter of the Restricted Share Units shall vest on January 31, 2020, and the remaining 75% of such shares shall vest in equal quarterly instalments over the following three (3) years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Krohg Olaf N.
C/O CONYERS CORP. SERVICES (B.V.I.) LTD.
COMMERCE HOUSE, WICKHAMS CAY 1
ROAD TOWN, D8 VG1110


Segment CEO

Signatures
/s/ Chaf Schafer, attorney-in-fact 2/4/2020
**Signature of Reporting Person Date
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