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