Sec Form 4 Filing - Keating Ronald C @ Evoqua Water Technologies Corp. - 2018-03-19

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 Keating Ronald C 2. Issuer Name and Ticker or Trading Symbol Evoqua Water Technologies Corp. [ AQUA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) EVOQUA WATER TECHNOLOGIES CORP., 210 SIXTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2018 (Street) PITTSBURGH, PA15222 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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( 1 ) 294,149 ( 2 ) D $ 21.285 ( 3 ) 479,179 ( 4 ) D Common Stock 03/21/2018 S 44,122 ( 2 ) D $ 21.285 ( 3 ) 435,057 ( 4 ) 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 (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 Keating Ronald C EVOQUA WATER TECHNOLOGIES CORP. 210 SIXTH AVENUE PITTSBURGH, PA15222 X President & CEO Signatures /s/ John DiMascio, Attorney-in-Fact for Ronald C. Keating 03/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sale of shares of the issuer's common stock was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 3,000 shares, with the purchase by the reporting person of 3,000 shares of the issuer's common stock at a price of $18.00 per share on November 6, 2017 as part of a directed share program in connection with the issuer's initial public offering. The reporting person has agreed to pay to the issuer $9,855.00, representing the full amount of the profit realized in connection with the short-swing transaction, less the underwriting discount of $0.715 per share. ( 2 )These shares of common stock were sold pursuant to the Underwriting Agreement dated March 14, 2018. ( 3 )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. ( 4 )This amount includes 431,035 unvested restricted stock units in respect of the issuer's common stock. These restricted stock units are scheduled to vest as described in the Form 4 filed by the reporting person on November 6, 2017.

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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