SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keating Ronald C

(Last)

(First)

(Middle)

EVOQUA WATER TECHNOLOGIES CORP.

210 SIXTH AVENUE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Evoqua Water Technologies Corp. [ AQUA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2023		A		249,362⁽¹⁾	A	$0	1,093,399	D
Common Stock	05/24/2023		D		1,093,399	D	⁽²⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.64	05/24/2023		D			1,000,000	⁽³⁾⁽⁴⁾	12/15/2024	Common Stock	1,000,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$7.42	05/24/2023		D			29,653	⁽³⁾⁽⁴⁾	10/28/2026	Common Stock	29,653	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$20.88	05/24/2023		D			294,864	⁽³⁾⁽⁴⁾	04/02/2028	Common Stock	294,864	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$12.67	05/24/2023		D			304,935	⁽³⁾⁽⁴⁾	02/14/2029	Common Stock	304,935	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$23.63	05/24/2023		D			252,684	⁽⁴⁾⁽⁶⁾	02/14/2030	Common Stock	252,684	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$24.76	05/24/2023		D			192,693	⁽⁴⁾⁽⁷⁾	02/16/2031	Common Stock	192,693	⁽⁵⁾	0	D

Explanation of Responses:

1. Represents performance share units ("PSUs") that became earned (at target award level) pursuant to the merger agreement among Xylem Inc., Fore Merger Sub, Inc. and the issuer, dated as of Jan. 22, 2023, upon effectiveness of the merger on May 24, 2023.

2. Disposed of pursuant to the merger agreement. Upon effectiveness of the merger, (i) each issued and outstanding share of issuer common stock was exchanged for 0.48 Xylem common shares, with cash paid in lieu of fractional shares, and (ii) unvested restricted stock units ("RSUs") and PSUs (at target award level) were converted into RSUs relating to Xylem common shares, by multiplying the number of shares of issuer common stock underlying the award and 0.48, rounded down to the nearest whole share.

3. This option is fully vested.

4. Pursuant to the merger agreement, outstanding options for issuer common stock were assumed by Xylem and converted into options for Xylem common shares, in an amount equal to the number of shares of issuer common stock underlying the options multiplied by 0.48, rounded down to the nearest whole share.

5. Pursuant to the merger agreement, the Xylem option exercise price is equal to the issuer option exercise price divided by 0.48, rounded up to the nearest whole cent.

6. This option vests in four equal annual installments starting on Jan. 1, 2021.

7. This option vests in four equal annual installments starting on Feb. 16, 2022.

Remarks:

	/s/ John DiMascio, Attorney-in-Fact for Ronald C. Keating	05/26/2023
	** Signature of Reporting Person	Date
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).
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SEC Form 4 filed by Keating Ronald C