UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

(Amendment No.     )*

 

AquaVenture Holdings Limited

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G0443N107

(CUSIP Number)

December 31, 2016

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Item 1

 

(a)     Name of Issuer:

AquaVenture Holdings Limited

 

(b)     Address of Issuer’s Principal Executive Offices:

14400 Carlson Circle

Tampa, FL 33626

 

Item 2

 

(a)     Name of Person Filing:

Douglas R. Brown

 

(b)     Address of Principal Business Office or, if None, Residence:

c/o AquaVenture Holdings Limited

14400 Carlson Circle

Tampa, FL 33626

 

(c)     Citizenship:

United States of America

 

(d)     Title of Class of Securities:

Ordinary shares, no par value

 

(e)     CUSIP Number:

G0443N107

 

Item 3    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

Item 4    Ownership.

 

(a)     Amount Beneficially Owned: 1,554,578 ordinary shares(1)

(b)     Percent of Class: 5.9% (2)

(c)     Number of shares as to which the person has:

 

(i) Sole power to vote or direct the vote: 1,406,129

(ii) Shared power to vote or to direct the vote: 148,449 

(iii) Sole power to dispose or to direct the disposition of: 1,406,129

(iv) Shared power to dispose or to direct the disposition of: 148,449 

(1) Consists of 1,406,129 ordinary shares held by Mr. Brown and 148,449 ordinary shares held by his spouse. Mr. Brown disclaims beneficial ownership of the shares held by his spouse.

(2) The percentage calculation is based on 26,388,016 shares of the Issuer’s ordinary shares outstanding as of November 15, 2016 as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.

 

Item 5    Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6    Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8    Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9    Notice of Dissolution of Group.

 

Not applicable.

 

Item 10  Certification.

 

Not applicable.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2017