Statement of Changes in Beneficial Ownership (4)
March 30 2020 - 4:36PM
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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3235-0287
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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
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Meduna Cyril |
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 |
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(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) | | 33218 | D | $27.10 | 0 | D | |
| Ordinary Shares | 3/30/2020 | | D(1) | | 1131046 (2) | D | $27.10 | 0 | I | See footnote (3) |
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 |
| Explanation of Responses: |
| (1) | Pursuant to an Agreement and Plan of Merger, 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) | Includes 970,389 ordinary shares held by Guayacan Private Equity Fund Limited Partnership II, 15,772 ordinary shares held by Guayacan Private Equity Fund Limited Partnership II A LLC, and 144,885 ordinary shares held by Venture Capital Fund, Inc. |
| (3) | The general partner of Guayacan Private Equity Fund Limited Partnership II and Guayacan Private Equity Fund Limited Partnership II A LLC (the "Guayacan Funds") is Advent Morro Equity Partners GP II, LLC. The Reporting Person acts as Managing Member of Advent Morro Equity Partners GP II, LLC and is President and a Director of Venture Capital Fund, Inc. The Reporting Person disclaims beneficial ownership over the shares held by the the Guayacan Funds and Venture Capital Fund, Inc., except to the extent of his pecuniary interest therein, if any. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Meduna Cyril
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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