Sec Form 3/A Filing - Advent International GPE VIII-B-1 Limited Partnership @ AquaVenture Holdings Ltd - 2019-12-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Advent International GPE VIII-B-1 Limited Partnership
2. Issuer Name and Ticker or Trading Symbol
AquaVenture Holdings Ltd [ WAAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
800 BOYLSTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2019
(Street)
BOSTON, MA02199
4. If Amendment, Date Original Filed (MM/DD/YY)
01/02/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
No securities are beneficially owned ( 1 ) 0 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Advent International GPE VIII-B-1 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-B-2 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-B-3 Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-B Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-C Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-D Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-F Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-H Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-I Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Advent International GPE VIII-J Limited Partnership
800 BOYLSTON STREET
BOSTON, MA02199
X
Signatures
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP By: GPE VIII GP S.A R.L. By: ADVENT INTERNATIONAL GPE VIII, LLC /s/ Justin Nuccio, Manager By: ADVENT INTERNATIONAL CORPORATION /s/ James Westra, General Counsel and Managing Partner 02/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Voting Agreements dated December 23, 2019 (the "Voting Agreements"), by and between Culligan International Company, on the one hand, and each of Douglas Brown and Element Partners (each, a "Stockholder"), representing an aggregate of 11,269,2014 shares of Issuers ordinary shares beneficially owned by the Stockholders. The Voting Agreements were entered into in connection with the Agreement and Plan of Merger dated December 23, 2019, by and among Culligan International Company, Amberjack Merger Sub Limited and the Issuer. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's ordinary shares through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock.

Remarks:
Exhibit 99.1 (Joint Filer Information is incorporated herein by reference. This Amendment to Form 3 is the second of two Amendments to Form 3 being filed related to the same event. The Amendment to Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. This Amendment is filed solely to add EDGAR CIKs for certain reporting persons.

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).
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