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^*

Cotton Stephen

(Last)

(First)

(Middle)

2500 PERU DR

(Street)

SPARKS

89437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aqua Metals, Inc. [ AQMS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2020

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 Shares	03/23/2020		S⁽¹⁾		13,315	D	$0.39	679,310⁽²⁾	D
Restricted Common Stock	03/23/2020		A⁽³⁾		630,000	A	$0	1,309,310	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 Options	$3.08	03/23/2020		D⁽³⁾			420,000	01/07/2020	02/25/2024	Common Shares	420,000	$0	1,986,166⁽⁴⁾	D
Stock Options	$3.68	03/23/2020		D⁽³⁾			420,000	01/07/2021	02/25/2024	Common Shares	420,000	$0	1,566,166⁽⁵⁾	D
Stock Options	$4.18	03/23/2020		D⁽³⁾			420,000	01/07/2022	02/25/2024	Common Shares	420,000	$0	1,146,166⁽⁶⁾	D
Restricted Stock Units	$0.0	03/23/2020		A⁽⁷⁾		371,250		⁽⁷⁾	⁽⁷⁾	Common Shares	371,250	$0	1,517,416⁽⁸⁾	D

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the issuance of stock units. The sale was conducted by the Reporting Person in connection to reimburse the company to cover the company's tax withholding requirement triggered by the issuance of the shares. The tax event was triggered by the vesting of shares issued to reimbursement for his personal moving expenses incurred in connection with the move of his family's primary residence from the Bay Area, California to Reno, Nevada.

2. Includes 46,099 net shares issued on March 23, 2020 as a result of settlement of RSUs previously reported in table II.

3. On March 23, 2020, the issuer and reporting person agreed to the cancellation of 1,260,000 options held by reporting person in exchange for 630,000 shares of restricted common stock. The restricted common stock vest in three equal installments on the first three anniversaries of the date of grant.

4. Includes 1,912,461 options and 73,705 RSUs.

5. Includes 1,492,461 options and 73,705 RSUs.

6. Includes 1,072,461 options and 73,705 RSUs.

7. Represents 371,250 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. The RSUs will vest and be settled in six equal semi-annual installments over a three year period, subject to the Reporting Person's continuation of service with the Company. These RSUs have been granted under the Company's 2019 Long Term Incentive Program as non-cash stock awards. Each RSU shall entitle its holder to receive one Common Stock of the issuer.

8. Includes 1,072,461 options and 444,955 RSUs.

Remarks:

	/s/ Judd Merrill, by power of attorney	03/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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