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Sec Form 4 Filing - AEA INVESTORS LP @ Evoqua Water Technologies Corp. - 2018-03-19

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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)
03/19/2018
(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 03/19/2018 S 9,524,997 ( 1 ) D $ 21.285 ( 2 ) 36,447,602 I See footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 03/21/2018 S 1,428,749 ( 1 ) D $ 21.285 ( 2 ) 35,018,853 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 03/21/2018
** 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 03/21/2018
** 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 03/21/2018
** 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 03/21/2018
** Signature of Reporting Person Date
AEA Investors PF V LLC, by /s/ Barbara L. Burns, Vice President 03/21/2018
** 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 03/21/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of common stock were sold pursuant to the Underwriting Agreement dated March 14, 2018.
( 2 )This amount represents the $22.00 public offering price per share of the issuer's common stock less the underwriting discount of $0.715 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 and Chief Executive Officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., 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 Dr. Garcia 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. and John L. Garcia 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.