0001104659-20-040409.txt : 20200330
0001104659-20-040409.hdr.sgml : 20200330
20200330163446
ACCESSION NUMBER: 0001104659-20-040409
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200330
FILED AS OF DATE: 20200330
DATE AS OF CHANGE: 20200330
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Krohg Olaf N.
CENTRAL INDEX KEY: 0001763951
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37903
FILM NUMBER: 20757598
MAIL ADDRESS:
STREET 1: C/O AQUAVENTURE HOLDINGS LIMITED
STREET 2: 14400 CARLSON CRICLE
CITY: TAMPA
STATE: FL
ZIP: 33626
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AquaVenture Holdings Ltd
CENTRAL INDEX KEY: 0001422841
STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: COMMERCE HOUSE, WICKHAMS CAY 1
STREET 2: P.O. BOX 3140, ROAD TOWN
CITY: TORTOLA
STATE: D8
ZIP: VG1110
BUSINESS PHONE: 813-855-8636
MAIL ADDRESS:
STREET 1: 14400 CARLSON CIRCLE
CITY: TAMPA
STATE: FL
ZIP: 33626
FORMER COMPANY:
FORMER CONFORMED NAME: AQUAVENTURE HOLDINGS LLC
DATE OF NAME CHANGE: 20080104
4
1
a4.xml
4
X0306
4
2020-03-30
1
0001422841
AquaVenture Holdings Ltd
WAAS
0001763951
Krohg Olaf N.
C/O CONYERS CORP. SERVICES (B.V.I.) LTD.
COMMERCE HOUSE, WICKHAMS CAY 1
ROAD TOWN
D8
VG1110
VIRGIN ISLANDS, BRITISH
0
1
0
0
Segment CEO
Ordinary Shares
2020-03-30
4
D
0
8303
27.10
D
0
D
Ordinary Shares
2020-03-30
4
D
0
3
27.10
D
0
I
By son
Share Options
18.00
2020-03-30
4
D
0
45574
D
Ordinary Shares
45574
0
D
Restricted Share Units
0
2020-03-30
4
D
0
15567
D
Ordinary Shares
15567
0
D
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), 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.
The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share option outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (without interest and subject to deduction for any applicable tax withholdings) equal to the excess, if any, of $27.10 over the per share exercise price of such share option.
Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each unvested restricted share unit outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested and was cancelled in exchange for a right to receive a cash payment in an amount equal to $27.10, without interest, for each ordinary share underlying the restricted share unit, less any required withholding taxes.
/s/ Chad Schafer, as attorney-in-fact
2020-03-30