SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fleming Ronnie L

(Last)

(First)

(Middle)

C/O GLOBAL WATER RESOURCES, INC.

21410 N 19TH AVENUE #220

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Water Resources, Inc. [ GWRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2016		A		9,796	A	⁽¹⁾	9,796	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$1.59⁽²⁾	05/03/2016⁽²⁾		A		92,500		⁽²⁾	06/30/2023	Common Stock	92,500	$0.00	92,500	D
Stock Appreciation Right	$5.13⁽³⁾	05/03/2016⁽³⁾		A		180,000		⁽³⁾	05/07/2025	Common Stock	180,000	$0.00	180,000	D
Phantom Stock Unit	⁽⁴⁾⁽⁵⁾	05/03/2016⁽⁴⁾⁽⁵⁾		A		29,396⁽⁴⁾⁽⁵⁾		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	29,396⁽⁴⁾⁽⁵⁾	$0.00	29,396⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. On May 3, 2016, Global Water Resources, Inc. (the "Company") completed its merger (the "Merger") with GWR Global Water Resources Corp. ("GWRC") pursuant to which GWRC merged with and into the Company, with the Company surviving as a Delaware corporation. Holders of GWRC's common shares received one share of the Company's common stock for each then outstanding common share of GWRC. As a result, the reporting person received 9,796 shares of the Company's common stock for the 9,796 common shares of GWRC held by the reporting person prior to the consummation of the Merger.

2. The stock appreciation rights were originally granted on July 1, 2013 (the "2013 SARs") and vest ratably over 16 quarters from the grant date. As of the date of this report, 61,250 of the 2013 SARs are immediately exercisable. The 2013 SARs originally provided the reporting person the right to receive a cash payment equal to the difference between CAD$2.00 per share and the closing price of GWRC's common shares on the exercise date, provided that the closing price was in excess of CAD$2.00 per share. Upon consummation of the Merger, the 2013 SARs were amended such that (i) the exercise price of the 2013 SARs was converted to U.S. dollars and (ii) the value of the 2013 SARs track the performance of the Company's common stock going forward.

3. The stock appreciation rights were originally granted on May 8, 2015 (the "2015 SARs") and vest in 20% installments on April 1 of each of the first three (3) years following the grant date, with the first installment having vested on April 1, 2016, and a final 40% installment vesting on the fourth (4th) anniversary of the grant date. As of the date of this report, 36,000 of the 2015 SARs are immediately exercisable. The 2015 SARs originally provided the reporting person the right to receive a cash payment equal to the difference between CAD$6.44 per share and the closing price of GWRC's common shares on the exercise date, provided that the closing price was in excess of CAD$6.44 per share. Upon consummation of the Merger, the 2015 SARs were amended such that (i) the exercise price of the 2015 SARs was converted to U.S. dollars and (ii) the value of the 2015 SARs track the performance of the Company's common stock going forward.

4. Consists of (i) 448 phantom stock units (the "PSUs") originally granted on December 31, 2013, which vest ratably over 12 quarters from the grant date (approximately 149 PSUs per quarter); (ii) 9,095 PSUs originally granted on December 31, 2014, which vest ratably over 12 quarters from the grant date (approximately 1,299 PSUs per quarter); (iii) 19,756 PSUs originally granted on December 31, 2015, which vest ratably over 12 quarters from the grant date (approximately 1,796 PSUs per quarter) and (iv) 97 PSUs originally granted on April 29, 2016, which vested immediately.

5. (Continued from footnote 4) The PSUs are exercisable upon vesting and do not have a set expiration date. The value of the PSUs originally tracked the performance of GWRC's common shares and provided the reporting person the right to receive a cash payment, the value of which, on a particular date, was to be the market value of the equivalent number of GWRC common shares at that date. Upon consummation of the Merger, the PSUs were amended such that the value of the PSUs track the performance of the Company's common stock going forward.

Remarks:

President and Chief Executive Officer

	/s/ Joanne Ellsworth, attorney-in-fact	05/05/2016
	** Signature of Reporting Person	Date
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