Sec Form 4 Filing - Merrill Judd @ Aqua Metals, Inc. - 2020-03-23

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 Merrill Judd 2. Issuer Name and Ticker or Trading Symbol Aqua Metals, Inc. [ AQMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 2500 PERU DR 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2020 (Street) SPARKS, NV89437 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 Restricted Common Stock 03/23/2020 A( 1 ) 125,000 A $ 0 400,872 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 Stock Options $ 3.79 03/23/2020 D( 1 ) 125,000 03/12/2020 03/12/2024 Common Shares 125,000 $ 0 290,962 ( 2 ) D Stock Options $ 4.39 03/23/2020 D( 1 ) 62,500 03/12/2021 03/12/2024 Common Shares 62,500 $ 0 228,462 ( 3 ) D Stock Options $ 4.89 03/23/2020 D( 1 ) 62,500 03/12/2022 03/12/2024 Common Shares 62,500 $ 0 165,962 ( 4 ) D Restricted Stock Units $ 0 03/23/2020 A( 5 ) 140,250 ( 5 ) ( 5 ) Common Shares 140,250 $ 0 306,212 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merrill Judd 2500 PERU DR SPARKS, NV89437 Chief Financial Officer Signatures /s/ Judd Merrill 03/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 23, 2020, the issuer and reporting person agreed to the cancellation of 250,000 options held by reporting person in exchange for 125,000 shares of restricted common stock. The restricted common stock vest in three equal installments on the first three anniversaries of the date of grant. ( 2 )Includes 281,698 options and 9,264 RSUs. ( 3 )Includes 219,198 options and 9,264 RSUs. ( 4 )Includes 156,698 options and 9,264 RSUs. ( 5 )Represents 140,250 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. The RSUs will vest and be settled in six equal semi-annual installments over a three year period, subject to the Reporting Person's continuation of service with the Company. These RSUs have been granted under the Company's 2019 Long Term Incentive Program as non-cash stock awards. Each RSU shall entitle its holder to receive one Common Stock of the issuer. ( 6 )Includes 156,698 options and 149,514 RSUs.

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.