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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(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) |
| x | 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 (“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).
(Continued on following pages)
Page 1 of 11 Pages
Exhibit Index Contained on Page 10
|
CUSIP NO. G0443N107
|
13 G | Page 2 of 11 |
| 1 | NAME OF REPORTING PERSON Virgin Green Fund I, L.P. (“VGF Fund”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER 2,005,022 shares, except that (i) VGF Partners I, L.P. (“VGF Partners”), the general partner of VGF Fund, may be deemed to have sole voting power with respect to such shares, (ii) VGF I Limited (“VGF Limited”), the general partner of VGF Partners, may be deemed to have sole voting power with respect to such shares and (iii) Evan Lovell (“Lovell”), a Director and an investment partner of VGF Limited, may be deemed to have shared voting power with respect to such shares. |
| 6 |
SHARED VOTING POWER -0- | |
| 7 |
SOLE DISPOSITIVE POWER 2,005,022 shares, except that (i) VGF Partners, the general partner of VGF Fund, may be deemed to have sole dispositive power with respect to such shares, (ii) VGF Limited, the general partner of VGF Partners, may be deemed to have sole dispositive power with respect to such shares and (iii) Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared dispositive power with respect to such shares. | |
| 8 |
SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,005,022 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON* | PN |
|
CUSIP NO. G0443N107
|
13 G | Page 3 of 11 |
| 1 | NAME OF REPORTING PERSON VGF Partners I, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER 2,005,022 shares, except that (i) VGF Limited, the general partner of VGF Partners, may be deemed to have sole voting power with respect to such shares and (ii) Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared voting power with respect to such shares |
| 6 |
SHARED VOTING POWER -0- | |
| 7 |
SOLE DISPOSITIVE POWER 2,005,022 shares, except that (i) VGF Limited, the general partner of VGF Partners, may be deemed to have sole dispositive power with respect to such shares and (ii) Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared dispositive power with respect to such shares. | |
| 8 |
SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,005,022 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON* | PN |
|
CUSIP NO. G0443N107
|
13 G | Page 4 of 11 |
| 1 | NAME OF REPORTING PERSON VGF I Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER 2,005,022 shares, except that Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared voting power with respect to such shares |
| 6 |
SHARED VOTING POWER -0- | |
| 7 |
SOLE DISPOSITIVE POWER 2,005,022 shares, except that Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared dispositive power with respect to such shares. | |
| 8 |
SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,005,022 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON* | OO |
|
CUSIP NO. G0443N107
|
13 G | Page 5 of 11 |
| 1 | NAME OF REPORTING PERSON Evan Lovell |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER 2,005,022 shares, all of which are held directly by VGF Fund. VGF Limited is the ultimate general partner of VGF Fund and Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared power to vote these shares. | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER 2,005,022 shares, all of which are held directly by VGF Fund. VGF Limited is the ultimate general partner of VGF Fund and Lovell, a Director and an investment partner of VGF Limited, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,005,022 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON* | IN |
|
CUSIP NO. G0443N107
|
13 G | Page 6 of 11 |
| ITEM 1(A). | NAME OF ISSUER | |
| AquaVenture Holdings Limited | ||
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
| 14400 Carlson Circle | ||
| Tampa FL 33626 | ||
| ITEM 2(A). | NAME OF PERSONS FILING | |
|
This Statement is filed by Virgin Green Fund I, L.P., a Cayman Islands exempted limited partnership (“VGF Fund”), VGF Partners I, L.P., a Cayman Islands exempted limited partnership (“VGF Partners”), VGF I Limited, a Cayman Islands company (“VGF Limited”) and Evan Lovell (“Lovell”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” | ||
| VGF Limited is the general partner of VGF Partners, which serves as the general partner of VGF Fund. VGF Limited and VGF Partners may each be deemed to have indirect beneficial ownership of shares of the issuer directly owned by VGF Fund. Lovell is a Director and an investment partner of VGF Limited and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by VGF Fund. | ||
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE | |
| The address for each of the Reporting Persons is: | ||
| 179 Harrow Road | ||
| London, United Kingdom W2 6NB | ||
| ITEM 2(C). | CITIZENSHIP | |
|
VGF Fund and VGF Partners are Cayman Islands exempted limited partnerships. VGF Limited is a Cayman Islands company. Lovell is a United States citizen.
| ||
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER | |
| Ordinary Shares, no par value | ||
| CUSIP #G0443N107 | ||
| ITEM 3. | Not Applicable. |
|
CUSIP NO. G0443N107
|
13 G | Page 7 of 11 |
| ITEM 4. | OWNERSHIP |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See Row 8 of cover page for each Reporting Person. |
| 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 |
| Under certain circumstances set forth in the limited partnership agreements of VGF Fund and VGF Partners, and the memorandum and articles of association of VGF Limited, the general and limited partners or shareholders, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
|
CUSIP NO. G0443N107
|
13 G | Page 8 of 11 |
| 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. |
|
CUSIP NO. G0443N107
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13 G | Page 9 of 11 |
SIGNATURES
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: January 25, 2017
| Entities: | |||
| VIRGIN GREEN FUND I, L.P., by its General Partner VGF PARTNERS I, L.P., by its General Partner VGF I Limited | |||
| VGF PARTNERS I, L.P., by its General Partner VGF I Limited | |||
| ; | VGF I LIMITED | ||
| By: | /s/ Evan Lovell | ||
| Evan Lovell, Director | |||
| Individuals: | |||
| /s/ Evan Lovell | |||
| Evan Lovell |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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CUSIP NO. G0443N107
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13 G | Page 10 of 11 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 12 |
|
CUSIP NO. G0443N107
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13 G | Page 11 of 11 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of AquaVenture Holdings Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: January 25, 2017
| Entities: | |||
| VIRGIN GREEN FUND I, L.P., by its General Partner VGF PARTNERS I, L.P., by its General Partner VGF I Limited | |||
| VGF PARTNERS I, L.P., by its General Partner VGF I Limited | |||
| VGF I LIMITED | |||
| By: | /s/ Evan Lovell | ||
| Evan Lovell, Director | |||
| Individuals: | |||
| /s/ Evan Lovell | |||
| Evan Lovell |