Evoqua Water Technologies Corp.
|
Common Stock, par value $0.01 per share
|
30057T105
|
December 31, 2017
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA EWT Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)(2)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (3)(4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Excludes 32,667,878 shares of common stock owned by certain stockholders who have granted AEA EWT Holdings LP an irrevocable voting proxy with respect to such shares. See Item 4 below.
|
(3)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
(4)
|
The percentage represented by the amount in Row (9), together with the aggregate 32,667,878 shares of common stock excluded from Row (9) as described in footnote (2), is 69.4%. See Item 4 below.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA EWT Holdings GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors Participant Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors QP Participant Fund V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors PF V LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors Fund V-A LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors Fund V-B LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Investors Partners V LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
AEA Management (Cayman) Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
CUSIP No. 30057T105
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
John L. Garcia
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,972,599 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☒
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
40.6% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 4 below.
|
(2)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
|
(i)
|
AEA Investors Fund V LP;
|
||
|
(ii)
|
AEA Investors LP;
|
||
|
(iii)
|
AEA EWT Holdings LP;
|
||
|
(iv)
|
AEA EWT Holdings GP LLC;
|
||
|
(v)
|
AEA Investors Participant Fund V LP;
|
||
|
(vi)
|
AEA Investors QP Participant Fund V LP;
|
||
|
(vii)
|
AEA Investors PF V LLC;
|
||
|
(viii)
|
AEA Investors Fund V-A LP;
|
||
|
(ix)
|
AEA Investors Fund V-B LP;
|
||
|
(x)
|
AEA Investors Partners V LP;
|
||
|
(xi)
|
AEA Management (Cayman) Ltd.; and
|
||
|
(xii)
|
Dr. John L. Garcia
|
Reporting Person
|
Number of Shares Beneficially Owned
|
Percent of Class
|
|
|
|
AEA Investors Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors LP
|
0(a)
|
0%(b)
|
AEA EWT Holdings LP
|
45,972,599(a)(c)
|
40.6%(b)
|
AEA EWT Holdings GP LLC
|
0(a)
|
0%(b)
|
AEA Investors Participant Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors QP Participant Fund V LP
|
0(a)
|
0%(b)
|
AEA Investors PF V LLC
|
0(a)
|
0%(b)
|
AEA Investors Fund V-A LP
|
0(a)
|
0%(b)
|
AEA Investors Fund V-B LP
|
0(a)
|
0%(b)
|
AEA Investors Partners V LP
|
0(a)
|
0%(b)
|
AEA Management (Cayman) Ltd.
|
0(a)
|
0%(b)
|
John L. Garcia
|
0(d)
|
0%(b)
|
(a)
|
AEA EWT Holdings LP (“AEA EWT Holdings”), which is the holder of record of 45,972,599 shares of common stock, is a limited partnership whose general partner is AEA EWT Holdings GP LLC (“AEA EWT Holdings GP”). The managing member of AEA EWT Holdings GP is AEA Investors Fund V LP and its other members are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V-A LP and (iv) AEA Investors Fund V-B LP (AEA Investors Fund V LP and the entities named in clauses (i) through (iv), collectively, the “AEA Funds”). The AEA Funds are also limited partners of AEA EWT Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd. Each of AEA EWT Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by AEA EWT Holdings, but each disclaims beneficial ownership of such shares.
|
|
|
(b)
|
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
|
|
|
(c)
|
Excludes 32,667,878 shares of common stock owned by certain stockholders that have agreed to vote all of their shares to elect one individual to the Issuer’s board of directors that has been nominated by AEA EWT Holdings (so long as the Reporting Persons hold an aggregate of at least 10% of the outstanding common stock of the Issuer) pursuant to irrevocable voting proxies. In addition, until the earlier of the two-year anniversary of the Issuer’s initial public offering or such time as the Reporting Persons cease to own at least 20% of the outstanding common stock of the Issuer, certain of these stockholders have also agreed to irrevocably appoint AEA EWT Holdings as its proxy to vote all of their shares of the common stock of the Issuer with respect to the election of any member of the board of directors, and in the aggregate, AEA EWT Holdings and these other stockholders beneficially own more than 50% of the outstanding common stock of the Issuer. AEA EWT Holdings may be deemed to have or share voting control with respect to the shares of common stock owned by each of these stockholders, but AEA EWT Holdings disclaims beneficial ownership of such shares.
|
|
|
(d)
|
Dr. John L. Garcia is the chairman and chief executive officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd. Dr. Garcia may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by AEA EWT Holdings, but Dr. Garcia disclaims beneficial ownership of such shares.
|
AEA INVESTORS FUND V LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: |
AEA Management (Cayman) Ltd., its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS LP
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA EWT HOLDINGS LP
|
|||
By: |
AEA EWT Holdings GP LLC, its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA EWT HOLDINGS GP LLC
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PARTICIPANT FUND V LP
|
|||
By: |
AEA Investors PF V LLC, its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS QP PARTICIPANT FUND V LP
|
|||
By: |
AEA Investors PF V LLC, its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PF V LLC
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS FUND V-A LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: | AEA Management (Cayman) Ltd., its general partner | ||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS FUND V-B LP
|
|||
By: |
AEA Investors Partners V LP, its general partner
|
||
By: | AEA Management (Cayman) Ltd., its general partner | ||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA INVESTORS PARTNERS V LP
|
|||
By: |
AEA Management (Cayman) Ltd., its general partner
|
||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
AEA MANAGEMENT (CAYMAN) LTD.
|
|||
|
By:
|
/s/ Barbara L. Burns | |
Name: Barbara L. Burns | |||
Title: Vice President | |||
JOHN L. GARCIA
|
|||
|
By:
|
/s/ Barbara L. Burns, attorney-in-fact | |
Name: John L. Garcia | |||
|
AEA INVESTORS FUND V LP
|
|
|
|
|
|
|
|
By:
|
AEA Investors Partners V LP, its general partner
|
|
|
|
|
|
|
By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS LP
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA EWT HOLDINGS LP
|
|
|
|
|
|
|
|
By:
|
AEA EWT Holdings GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA EWT HOLDINGS GP LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS PARTICIPANT FUND V LP
|
|
|
|
|
|
|
|
By:
|
AEA Investors PF V LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS QP PARTICIPANT FUND V LP
|
|
|
|
|
|
|
|
By:
|
AEA Investors PF V LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS PF V LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS FUND V-A LP
|
|
|
|
|
|
|
|
By:
|
AEA Investors Partners V LP, its general partner
|
|
|
|
|
|
|
By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS FUND V-B LP
|
|
|
|
|
|
|
|
By:
|
AEA Investors Partners V LP, its general partner
|
|
|
|
|
|
|
By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA INVESTORS PARTNERS V LP
|
|
|
|
|
|
|
|
By:
|
AEA Management (Cayman) Ltd., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
AEA MANAGEMENT (CAYMAN) LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns
|
|
|
|
Name: Barbara L. Burns
|
|
|
|
Title: Vice President
|
|
|
JOHN L. GARCIA
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara L. Burns, attorney-in-fact
|
|
|
|
Name: John L. Garcia
|
|
(1)
|
execute for and on behalf of the undersigned, in the undersigned’s capacity as executive officer, director and/or beneficial owner of equity securities of Evoqua Water Technologies Corp. (the “Company”), (i) any forms required to be filed by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, (iii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act, and (iv) and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
|
(2)
|
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such (i) form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, (ii) Form 3, 4, or 5 under Section 16(a) of the Exchange Act, (iii) Schedule 13D or 13G under Section 13 of the Exchange Act, or (iv) other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
|
(3)
|
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
|
|
/s/ John L. Garcia
|
|
|
|
John L. Garcia
|
|
|
|
|
|
|