Sec Form 4 Filing - AEA INVESTORS LP @ Evoqua Water Technologies Corp. - 2020-08-10

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person AEA INVESTORS LP 2. Issuer Name and Ticker or Trading Symbol Evoqua Water Technologies Corp. [ AQUA] 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) 666 FIFTH AVENUE, 36TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2020 (Street) NEW YORK, NY10103 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 08/10/2020 S 6,369,232 ( 1 ) D $ 20.35 ( 2 ) 19,649,621 I See footnotes ( 3 ) ( 4 ) ( 5 )

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 AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X AEA EWT Holdings GP LLC C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X AEA Investors Participant Fund V LP C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X AEA Investors QP Participant Fund V LP C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X AEA Investors PF V LLC C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X AEA EWT Holdings LP C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10103 X Signatures AEA Investors LP, by /s/ Barbara L. Burns, Vice President 08/11/2020 Signature of Reporting Person Date AEA EWT Holdings GP LLC, by AEA Investors Fund V LP, its managing member, by AEA Investors Partners V LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 08/11/2020 Signature of Reporting Person Date AEA Investors Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President 08/11/2020 Signature of Reporting Person Date AEA Investors QP Participant Fund V LP, by AEA Investors PF V LLC, its general partner, by /s/ Barbara L. Burns, Vice President 08/11/2020 Signature of Reporting Person Date AEA Investors PF V LLC, by /s/ Barbara L. Burns, Vice President 08/11/2020 Signature of Reporting Person Date AEA EWT Holdings LP, by AEA EWT Holdings GP LLC, its general partner, by AEA Investors Fund V LP, its managing member, by AEA Investors Partners V LP, its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, VP 08/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock were sold pursuant to an underwriting agreement dated August 6, 2020. ( 2 )This amount represents the $20.75 public offering price per share of the issuer's common stock, less an underwriting discount of $0.40 per share. ( 3 )These shares of common stock of the issuer are directly held by AEA EWT Holdings LP ("AEA EWT Holdings"), 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. ( 4 )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, except to the extent of its respective pecuniary interest therein. John L. Garcia, the Chairman of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., and Brian R. Hoesterey, the Chief Executive Officer of AEA Investors LP, may also be deemed to share beneficial ownership of the shares of the issuer's common stock held of record by AEA EWT Holdings, but each of Dr. Garcia and Mr. Hoesterey disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 5 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors Partners V LP, AEA Management (Cayman) Ltd., John L. Garcia and Brian R. Hoesterey have filed a separate Form 4.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.