SEC Form 4 · accession 0001179110-19-000214
AquaVenture Holdings Ltd · WAAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian O'Neill
Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001422841
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Dec 31, 2018 | M | 1,869 | $0.00 | A | 12,711 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Compensation - Phantom Share UnitF1,F2,F4 | — | Dec 31, 2018 | M | 1,870 | D | — | — | Ordinary Shares | 1,870 | 0 | D |
| Deferred Compensation - Phantom Share UnitF3,F2,F5 | — | Jan 2, 2019 | A | 675 | A | — | — | Ordinary Shares | 675 | 675 | D |
Explanation of responses
- F1On December 31, 2018, pursuant to the Issuer's Independent Directors' Deferred Compensation Program (the "Program") which was established under the Issuer's 2016 Share Option and Incentive Plan (the "Plan"), 1,869.53 phantom shares units held by the reporting person vested and were automatically converted into 1,869 ordinary shares of the Issuer, (the "Ordinary Shares"), plus $10.01 in cash in lieu of any fractional Ordinary Shares, based on the Issuer's closing share price as reported on The New York Stock Exchange on December 31, 2018.
- F2Each phantom share unit (which is in the form of a deferred compensation share unit) is the economic equivalent of one ordinary share of the Issuer.
- F3Represents the number of phantom share units credited to the reporting person's deferred account pursuant to the Program. The number of whole and fractional phantom share units credited to the reporting person's deferred account is equal to 120% of the aggregate deferred cash fees that would otherwise be payable on such date divided by the closing price of the Issuer's ordinary shares on the award date.
- F4Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2018.
- F5Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2020.