Statement of Changes in Beneficial Ownership (4)
March 30 2020 - 4:35PM
Edgar (US Regulatory)
FORM 4
[X]
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
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1. Name and Address of Reporting Person
*
HANRAHAN PAUL T |
2. Issuer Name and Ticker or Trading Symbol
AquaVenture Holdings Ltd
[
WAAS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
3/30/2020 |
(Street)
ROAD TOWN, D8 VG1110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 3/30/2020 | | D(1) | | 22837 | D | $27.10 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Share Options | $18.00 | 3/30/2020 | | D | | | 11654 | (2) | (2) | Ordinary Shares | 11654 | (2) | 0 | D | |
Deferred Compensation - Phantom Share Units | (3) | 3/30/2020 | | D | | | 18358.03 (4) | (3) | (3) | Ordinary Shares | 18358.03 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each ordinary share outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $27.10 in cash, without interest. |
(2) | Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share option outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (without interest and subject to deduction for any applicable tax withholdings) equal to the excess, if any, of $27.10 over the per share exercise price of such share option. |
(3) | Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each phantom share unit outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, became fully vested and was cancelled in exchange for a right to receive a cash payment in an amount equal to $27.10, without interest, for each ordinary share underlying the phantom share unit, less any required withholding taxes. |
(4) | This amount includes 9,245 phantom share units that were originally reported on a Form 4 as restricted share units. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HANRAHAN PAUL T C/O CONYERS CORP. SERVICES (B.V.I.) LTD. COMMERCE HOUSE, WICKHAMS CAY 1 ROAD TOWN, D8 VG1110 | X |
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Signatures
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/s/ Chad Schafer, as attorney-in-fact | | 3/30/2020 |
**Signature of Reporting Person | Date |
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