Sec Form 4 Filing - Lamb Martin @ Evoqua Water Technologies Corp. - 2023-05-24

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 Lamb Martin 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) EVOQUA WATER TECHNOLOGIES CORP., 210 SIXTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2023 (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 05/24/2023 D 16,239 D 0 D Common Stock 05/24/2023 D 49,711 D 0 I By Trust ( 3 ) Common Stock 05/24/2023 D 40,000 D 0 I By FIC ( 4 )

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 Stock Option (Right to Buy) $ 4.64 05/24/2023 D 44,903 ( 5 ) 05/12/2024 Common Stock 44,903 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lamb Martin EVOQUA WATER TECHNOLOGIES CORP. 210 SIXTH AVENUE PITTSBURGH, PA15222 X Signatures /s/ John DiMascio, Attorney-in-Fact for Martin Lamb 05/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the merger agreement among Xylem Inc., Fore Merger Sub, Inc. and the issuer, dated as of Jan. 22, 2023. Upon effectiveness of the merger on May 24, 2023, (i) each issued and outstanding share of issuer common stock was exchanged for 0.48 Xylem common shares, with cash paid in lieu of fractional shares, and (ii) unvested restricted stock units ("RSUs") were converted into RSUs for Xylem common shares, by multiplying the number of shares of issuer common stock underlying the award and 0.48, rounded down to the nearest whole share. ( 2 )Disposed of upon effectiveness of the merger, in which each issued and outstanding share of issuer common stock was exchanged for 0.48 Xylem common shares, with cash paid in lieu of fractional shares. ( 3 )Shares held by a Bare trust, for the benefit of the reporting person's immediate family members and for which the reporting person retains investment control. ( 4 )Shares held by an FIC, for which the reporting person retains investment control. The reporting person disclaims beneficial ownership with respect to these securities except to the extent of his pecuniary interest therein. ( 5 )This option is fully vested. Pursuant to the merger agreement, each unexercised option to purchase issuer common stock was assumed by Xylem and converted into an option to purchase Xylem common shares. The number of Xylem common shares subject to the Xylem option is equal to the number of shares of issuer common stock underlying the options multiplied by 0.48, rounded down to the nearest whole share. ( 6 )Pursuant to the merger agreement, the Xylem option exercise price is equal to the issuer option exercise price divided by 0.48, rounded up to the nearest whole cent.

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.