Sec Form 13D Filing - ADVENT INTERNATIONAL L.P. @ AquaVenture Holdings Ltd

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

AquaVenture Holdings Limited

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G0443N107

(CUSIP Number)

Copies to:

John Griffith

Vice President and General Counsel

Culligan International Company

9399 W. Higgins Rd, Ste 1100

Rosemont, IL 60018

and

James Westra

Managing Partner and Chief Legal Officer

Advent International Corporation

Prudential Tower

800 Boylston Street

Boston, MA 02199-8069

Copy to:

James R. Griffin

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, TX 75201

Telephone: (214) 746-7779

Ramona Nee

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Telephone: (617) 772-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	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 (“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).

CUSIP No. G0443N107

13D

Page 1

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 100 – (See Item 4)(1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 100 – (See Item 4) (1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON CO

As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the “Merger Subsidiary”) merged with and into AquaVenture Holdings Limited (the “Merger”), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited.

CUSIP No. G0443N107

13D

Page 2

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 100 – (See Item 4) (2)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 100 – (See Item 4) (2)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON OO

CUSIP No. G0443N107

13D

Page 3

1	NAMES OF REPORTING PERSONS GPE VIII GP S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (3)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON OO

CUSIP No. G0443N107

13D

Page 4

1	NAMES OF REPORTING PERSONS AP GPE VIII GP LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (4)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (4)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 5

1	NAMES OF REPORTING PERSONS GPE VIII GP LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 6

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (6)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (6)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (6)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 7

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100– (See Item 4) (7)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (7)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (7)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 8

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (8)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (8)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (8)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 9

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (9)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (9)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100– (See Item 4) (9)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 10

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (10)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (10)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (10)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 11

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (11)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (11)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100– (See Item 4) (11)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 12

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (12)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (12)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (12)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 13

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (13)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (13)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (13)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 14

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (14)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (14)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (14)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 15

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (15)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (15)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (15)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 16

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (16)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (16)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (16)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 17

1	NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (17)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (17)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (17)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 18

NAMES OF REPORTING PERSONS

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (18)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (18)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (18)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 19

1	NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (19)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (19)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (19)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 20

1	NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (20)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (20)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (20)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 21

1	NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (21)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (21)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (21)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 22

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (22)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (22)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (22)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 23

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (23)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (23)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (23)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 24

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (24)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (24)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (24)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 25

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (25)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (25)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (25)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 26

1	NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (26)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (26)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (26)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G0443N107

13D

Page 27

1	NAMES OF REPORTING PERSONS CULLIGAN INTERNATIONAL COMPANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – (Not Applicable)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 100 – (See Item 4) (27)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 100 – (See Item 4) (27)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 – (See Item 4) (27)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
14	TYPE OF REPORTING PERSON CO

Introduction

This Amendment No. 1 to the Schedule 13D (this “Amendment”) relates to the ordinary shares, no par value (the “Shares”), issued by AquaVenture Holdings Limited (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Conyers Corporate Services (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140 Road Town, British Virgin Islands VG11110. Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.

On March 30, 2020, Culligan International Company (“Culligan”), Amberjack Merger Sub Limited (“Merger Subsidiary”) and the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated December 23, 2019, by and among Culligan, Merger Subsidiary and the Issuer (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Subsidiary merged with and into the Issuer (the “Merger”), with the Issuer surviving (the “Surviving Entity”) the Merger as a subsidiary of Culligan.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Completion of Business Combination

On March 30, 2020, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Culligan.

At the effective time of the Merger (the “Effective Time”), each ordinary share, of no par value per share, of the Issuer issued and outstanding immediately prior to the Effective Time (other than shares held by the Company in treasury, or owned by Culligan or Merger Subsidiary) was converted into the right to receive $27.10 in cash, without interest (the “Merger Consideration”).

Additionally, at the Effective Time, (i) the memorandum of association and articles of association of the Issuer was amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) Samuel Allen Hamood and Andrew Kellogg are the initial directors and officers of the Issuer and (iii) the separate corporate existence of Merger Subsidiary ceased and the Surviving Entity continued as the surviving company and a subsidiary of Culligan.

Following the Effective Time, the Shares that previously traded under the ticker symbol “WAAS” ceased trading on, and are being delisted from, the New York Stock Exchange.

Pursuant to the terms of the Voting Agreements (together with the Merger Agreement, the “Transaction Agreements”), the obligations of the Stockholders under the Voting Agreements automatically terminated upon completion of the Merger.

Item 5. Interest in Securities of the Issuer

(a) and (b) The responses of each of the Reporting Persons to rows “(7)” through “(13)” of the cover page to this Amendment, as applicable to such Reporting Person, and the description of the consummation of the Merger under Item 4 of this Amendment are incorporated by reference in this Item 5 as if fully set forth herein.

(c) Except for the Transaction Agreements described above, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

As a result of the Merger, the Voting Agreements terminated in accordance with their terms.

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: March 31, 2020	ADVENT INTERNATIONAL CORPORATION

	/s/ James Westra
	Name:	James Westra
	Title:	General Counsel and Managing Partner

Date: March 31, 2020	CULLIGAN INTERNATIONAL COMPANY

	/s/ Frank John Griffith
	Name:	Frank John Griffith
	Title:	Vice President and General Counsel



Date: March 31, 2020	ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP
	ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

		ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP

		By: GPE VIII GP S.À R.L., GENERAL PARTNER

		By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

		/s/ Justin Nuccio
		Justin Nuccio, Manager

		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ James Westra
		Name: James Westra
		Title: General Counsel and Managing Partner


Date: March 31, 2020		ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS VIII CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

		By: AP GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
		By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ James Westra
		Name: James Westra
		Title: General Counsel and Managing Partner


Date: March 31, 2020		ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

	By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
	By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
	By: ADVENT INTERNATIONAL CORPORATION, MANAGER

	/s/ James Westra
	Name: James Westra
	Title: General Counsel and Managing Partner


Date: March 31, 2020	GPE VIII GP S.À R.L., GENERAL PARTNER

	By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

	/s/ Justin Nuccio
	Justin Nuccio, Manager

	By: ADVENT INTERNATIONAL CORPORATION, MANAGER


	/s/ James Westra
	Name:	James Westra
	Title:	General Counsel and Managing Partner

Date: March 31, 2020	AP GPE VIII GP LIMITED PARTNERSHIP

	By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
	By: ADVENT INTERNATIONAL CORPORATION, MANAGER

	/s/ James Westra
	Name:	James Westra
	Title:	General Counsel and Managing Partner

Date: March 31, 2020	GPE VIII GP LIMITED PARTNERSHIP

	By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
	By: ADVENT INTERNATIONAL CORPORATION, MANAGER

	/s/ James Westra
	Name:	James Westra
	Title:	General Counsel and Managing Partner

Date: March 31, 2020	ADVENT INTERNATIONAL GPE VIII, LLC

	By: ADVENT INTERNATIONAL CORPORATION, MANAGER

	/s/ James Westra
	Name:	James Westra
	Title:	General Counsel and Managing Partner

Sec Form 13D Filing - ADVENT INTERNATIONAL L.P. filing for AquaVenture Holdings Ltd (WAAS) - 2020-03-31