0001179110-16-030566.txt : 20161006 0001179110-16-030566.hdr.sgml : 20161006 20161006192025 ACCESSION NUMBER: 0001179110-16-030566 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161006 FILED AS OF DATE: 20161006 DATE AS OF CHANGE: 20161006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AquaVenture Holdings Ltd CENTRAL INDEX KEY: 0001422841 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 BUSINESS ADDRESS: STREET 1: COMMERCE HOUSE, WICKHAMS CAY 1 STREET 2: P.O. BOX 3140, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 813-855-8636 MAIL ADDRESS: STREET 1: 14400 CARLSON CIRCLE CITY: TAMPA STATE: FL ZIP: 33626 FORMER COMPANY: FORMER CONFORMED NAME: AQUAVENTURE HOLDINGS LLC DATE OF NAME CHANGE: 20080104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Element Venture Partners, LLC CENTRAL INDEX KEY: 0001686261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37903 FILM NUMBER: 161925825 BUSINESS ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELEMENT PARTNERS II LP CENTRAL INDEX KEY: 0001435350 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37903 FILM NUMBER: 161925826 BUSINESS ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: THREE RADNOR CORPORATE CENTER, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: THREE RADNOR CORPORATE CENTER, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 3 1 edgar.xml FORM 3 - X0206 3 2016-10-06 0 0001422841 AquaVenture Holdings Ltd WAAS 0001435350 ELEMENT PARTNERS II LP 565 E SWEDESFORD ROAD WAYNE PA 19087 0 0 1 0 0001686261 Element Venture Partners, LLC 565 E SWEDESFORD ROAD WAYNE PA 19087 0 0 1 0 Ordinary Shares 9568818 I See footnote Consists of 6,696,669 ordinary shares held by Element Partners II L.P., 101,975 ordinary shares held by Element Partners II Intrafund, L.P., 133,973 ordinary shares held by Element Partners II-A, L.P., 2,566,686 ordinary shares held by DFJ Element, L.P. and 69,515 ordinary shares held by DFJ Element Intrafund L.P. (such entities together, the "ElementEntities''). The general partner of Element Partners II, L.P. and Element Partners II Intrafund, L.P. is Element Partners II G.P., L.P. The general partner of Element Partners II G.P., L.P. is Element II G.P., LLC. The general partner of DFJ Element, L.P. and DFJ Element Intrafund, L.P. is DFJ Element Partners, LLC. The general partner of DFJ Element Partners, LLC is Element Venture Partners LLC. The general partner of Element Partners II-A, L.P. is Element Partners II-A, GP LP. The general partners of Element Partners II-A, GP LP are Element II-A GP, LLC and Element Venture Partners, LLC. Element Partners II G.P., L.P., Element Partners II-A, G.P., L.P., Element Partners II-A, GP, LLC, Element II G.P., LLC, DFJ Element Partners, LLC and Element Venture Partners LLC disclaim beneficial ownership over the shares held by the Element Entities, except to the extent of any pecuniary interest therein, if any. Form 2 of 2 /s/ Michael DeRosa, member of Element II G.P., LLC, general partner of Element Partners II G.P., L.P., general partner of Element Partners II L.P. 2016-10-06 /s/ Michael DeRosa, member of Element Venture Partners, LLC 2016-10-06 EX-24.1 2 ex24element.htm POWER OF ATTORNEY

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Michael Todd, signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of AquaVenture Holdings Limited (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to, the Company.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 6, 2016.

 

 

ELEMENT PARTNERS II L.P.

 

By: Element Partners II G.P., L.P.

 

Its: General Partner

 

 

 

By: Element II G.P., LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT II G.P., LLC

 

 

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT PARTNERS II G.P., L.P.

 

By: Element II G.P., LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT PARTNERS II INTRAFUND, L.P.

 

By: Element Partners II G.P., L.P.

 

Its: General Partner

 

 

 

By: Element II G.P., LLC

 

Its: General Partner

 

 

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT PARTNERS II-A, L.P.

 

By: Element Partners II-A, GP LP

 

Its: General Partner

 

 

 

By: Element II-A GP, LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT PARTNERS II-A, GP LP

 

By: Element II-A GP, LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 


 

 

ELEMENT II-A GP, LLC

 

 

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

DFJ ELEMENT, L.P.

 

By: DFJ Element Partners, LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

DFJ ELEMENT INTRAFUND L.P.

 

By: DFJ Element Partners, LLC

 

Its: General Partner

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

DFJ ELEMENT PARTNERS, LLC

 

 

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member

 

 

 

ELEMENT VENTURE PARTNERS, LLC

 

 

 

 

 

By:

/s/ Michael DeRosa

 

Name: Michael DeRosa

 

Title: Managing Member