FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Neill Brian 		2. Issuer Name and Ticker or Trading Symbol

AquaVenture Holdings Ltd [ WAAS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CONYERS CORP. SERVICES (B.V.I.) LTD., COMMERCE HOUSE, WICKHAMS CAY 1 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2019
(Street)

ROAD TOWN, D8 VG11110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Ordinary Shares   2/19/2019     M    3613   (1) A $0   16324   D    
Ordinary Shares   2/19/2019     M    674   (2) A $0   16998   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Compensation - Phantom Share Unit     (3) 2/19/2019     M         3613.57   (1)     (4)   (4) Ordinary Shares   3613.57   (1) $0   0   D    
Deferred Compensation - Phantom Share Unit     (3) 2/19/2019     M         674.66   (2)     (5)   (5) Ordinary Shares   674.66   (2) $0   0   D    
Deferred Compensation - Phantom Share Unit     (3) 2/19/2019     D         9245   (6)     (7)   (7) Ordinary Shares   9245   (6) $0   0   D    

Explanation of Responses:
(1)  On February 19, 2019, pursuant to the Issuer's Independent Directors' Deferred Compensation Program (the "Program") which was established under the Issuer's 2016 Share Option and Incentive Plan (the "Plan"), 3,613.57 phantom shares units held by the reporting person vested and were automatically converted into 3,613 ordinary shares of the Issuer, (the "Ordinary Shares"), plus $12.40 in cash in lieu of any fractional Ordinary Shares, based on the Issuer's closing share price as reported on The New York Stock Exchange on February 19, 2019.
(2)  On February 19, 2019, pursuant to the Program which was established under the Plan, 674.66 phantom shares units held by the reporting person vested and were automatically converted into 674 Ordinary Shares, plus $14.36 in cash in lieu of any fractional Ordinary Shares, based on the Issuer's closing share price as reported on The New York Stock Exchange on February 19, 2019.
(3)  Each phantom share unit (which is in the form of a deferred compensation share unit) is the economic equivalent of one ordinary share of the Issuer.
(4)  Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2019. Mr. O'Neill separated from the board, effective February 19, 2019.
(5)  Whole and fractional phantom share units credited to the reporting person's deferred account shall be settled in ordinary shares and cash, respectively, upon the earlier of the reporting person's death, disability, separation from the board, sale event (as defined in the Plan) or December 31, 2020. Mr. O'Neill resigned from the board, effective February 19, 2019.
(6)  On February 19, 2019, pursuant to the Program which was established under the Plan, 9,245 phantom shares units held by the reporting person were forfeited upon his resignation from the board.
(7)  As of February 19, 2019, all of these phantom share units were forfeited and none remain eligible for future vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Neill Brian
C/O CONYERS CORP. SERVICES (B.V.I.) LTD.
COMMERCE HOUSE, WICKHAMS CAY 1
ROAD TOWN, D8 VG11110 		X



Signatures
/s/ Chad Schafer, attorney-in-fact 2/21/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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