SEC Form 4 · accession 0001179110-19-002271
AquaVenture Holdings Ltd · WAAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian O'Neill
Director
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 6:09 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 | Feb 19, 2019 | M | 3,613 | $0.00 | A | 16,324 | D | |
| Ordinary SharesF2 | Feb 19, 2019 | M | 674 | $0.00 | A | 16,998 | 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,F3,F4 | — | Feb 19, 2019 | M | 3,614 | D | — | — | Ordinary Shares | 3,614 | 0 | D |
| Deferred Compensation - Phantom Share UnitF2,F3,F5 | — | Feb 19, 2019 | M | 675 | D | — | — | Ordinary Shares | 675 | 0 | D |
| Deferred Compensation - Phantom Share UnitF6,F3,F7 | — | Feb 19, 2019 | D | 9,245 | D | — | — | Ordinary Shares | 9,245 | 0 | D |
Explanation of responses
- F1On February 19, 2019, 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"), 3,613.57 phantom shares units held by the reporting person vested and were automatically converted into 3,613 ordinary shares of the Issuer, (the "Ordinary Shares"), plus $12.40 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 February 19, 2019.
- F2On February 19, 2019, pursuant to the Program which was established under the Plan, 674.66 phantom shares units held by the reporting person vested and were automatically converted into 674 Ordinary Shares, plus $14.36 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 February 19, 2019.
- F3Each 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.
- 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, 2019. Mr. O'Neill separated from the board, effective February 19, 2019.
- 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. Mr. O'Neill resigned from the board, effective February 19, 2019.
- F6On February 19, 2019, pursuant to the Program which was established under the Plan, 9,245 phantom shares units held by the reporting person were forfeited upon his resignation from the board.
- F7As of February 19, 2019, all of these phantom share units were forfeited and none remain eligible for future vesting.