Statement of Changes in Beneficial Ownership (4)
April 01 2020 - 5:24PM
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
*
ADVENT INTERNATIONAL CORP/MA |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
800 BOYLSTON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2020 |
(Street)
BOSTON, MA 02199
(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)
___ Form filed by One Reporting Person
_
X
_ 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, no par value (1) | 3/30/2020 | | P(1) | | 31971571 (1) | A | $27.10 (1) | 100 (2) | 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 |
Explanation of Responses: |
(1) | On March 30, 2020, Culligan International Company ("Culligan"), Amberjack Merger Sub Limited ("Merger Sub") and the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated December 23, 2019, by and among Culligan, Merger Sub and the Issuer (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving (the "Surviving Entity") the Merger as a subsidiary of Culligan. At the effective time of the Merger, each outstanding ordinary share, no par value of Issuer was cancelled and converted into the right to receive $27.10 in cash, without interest. |
(2) | Prior to the Merger, Culligan, together with affiliates of Advent International Corporation, held 100 ordinary shares of Merger Sub, no par value per share, which shares represented all of the issued and outstanding capital stock of Merger Sub. As a result of the Merger, each of the 100 ordinary shares of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and became one validly issued, fully paid and non-assessable ordinary share of the Surviving Entity. |
Remarks: This Form 4 is the second of three Forms 4 being filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADVENT INTERNATIONAL CORP/MA 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-C Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-D Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-F Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-H Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-I Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent International GPE VIII-J Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent Partners GPE VIII-A Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent Partners GPE VIII-B Cayman Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Advent Partners GPE VIII Cayman Limited Partnership 800 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Signatures
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ADVENT INTERNATIONAL CORPORATION /s/ James Westra, General Counsel and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L., GP By: ADVENT INTERNATIONAL GPE VIII, LLC, MGR /s/ Justin Nuccio, Mgr By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP By: AP GPE VIII GP LIMITED PARTNERSHIP, GP By: ADVENT INTERNATIONAL GPE VIII, LLC, GP By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP By: AP GPE VIII GP LIMITED PARTNERSHIP, GP By: ADVENT INTERNATIONAL GPE VIII, LLC, GP By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
ADVENT PARTNERS VIII CAYMAN LIMITED PARTNERSHIP By: AP GPE VIII GP LIMITED PARTNERSHIP, GP By: ADVENT INTERNATIONAL GPE VIII, LLC, GP By: ADVENT INTERNATIONAL CORPORATION, MGR /s/ James Westra, GC and Managing Partner | | 4/1/2020 |
**Signature of Reporting Person | Date |
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