Amended Statement of Beneficial Ownership (3/a)

Date : 02/05/2020 @ 4:02PM
Source : Edgar (US Regulatory)
Stock : AquaVenture Holdings Limited (WAAS)
Quote : 27.03  0.0 (0.00%) @ 1:00AM
AquaVenture share price Chart

Amended Statement of Beneficial Ownership (3/a)

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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OMB Number: 3235-0104
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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 *

Advent International GPE VIII-B-1 Limited Partnership
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/23/2019 

3. Issuer Name and Ticker or Trading Symbol

AquaVenture Holdings Ltd [WAAS]
(Last)        (First)        (Middle)

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

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

BOSTON, MA 02199      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
1/2/2020 

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 Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Advent International GPE VIII-B-1 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-B-2 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-B-3 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-B Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-C Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-D Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-F Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-H Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-I Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X

Advent International GPE VIII-J Limited Partnership
800 BOYLSTON STREET
BOSTON, MA 02199

X


Signatures
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 Partner2/5/2020
**Signature of Reporting PersonDate

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