FORM 4 [ ] 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 *

Evans Hugh M
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)

12/31/2019
(Street)

ROAD TOWN, D8 VG1110
(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 12/31/2019  M  3372 (1)A$0 53148 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Compensation - Phantom Share Unit  (2)12/31/2019  M     3372.66 (1)  (4) (4)Ordinary Shares 3372.66 (1)$0 0 D  
Deferred Compensation - Phantom Share Unit  (2)1/2/2020  A   522.22 (3)    (5) (5)Ordinary Shares 522.22 $27.00 522.22 D  

Explanation of Responses:
(1) On December 31, 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"), 3,372.66 phantom shares units held by the reporting person vested and were automatically converted into 3,372 ordinary shares of the Issuer, (the "Ordinary Shares"), plus $17.90 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 December 31, 2019.
(2) 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.
(3) Represents the number of phantom share units credited to the reporting person's deferred account pursuant to the Program which was established under the Plan. The number of whole and fractional phantom share units credited to the reporting person's deferred account is equal to 120% of the aggregate deferred cash fees that would otherwise be payable on such date divided by the closing price of the Issuer's ordinary shares on the award date.
(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.
(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, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Evans Hugh M
C/O CONYERS CORP. SERVICES (B.V.I.) LTD.
COMMERCE HOUSE, WICKHAMS CAY 1
ROAD TOWN, D8 VG1110
X



Signatures
/s/ Chad Schafer, attorney-in-fact1/3/2020
**Signature of Reporting PersonDate

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