SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Audrey Bold

(Last)

(First)

(Middle)

C/O ENERGY RECOVERY

1717 DOOLITTLE DRIVE

(Street)

SAN LEANDRO

94577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2013

3. Issuer Name and Ticker or Trading Symbol
Energy Recovery, Inc. [ ERII ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	12/15/2015	Common Stock	625	1	D
Employee Stock Option (Right to Buy)	⁽²⁾	06/28/2017	Common Stock	30,000	5	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/03/2018	Common Stock	16,187	9.22	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/04/2019	Common Stock	6,000	5.25	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/16/2022	Common Stock	13,274	2.46	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	12/12/2022	Common Stock	44,360	3.28	D

Explanation of Responses:

1. Shares were fully vested and exercisable as of 12/15/2009;

2. Shares were fully vested and exercisable as of 06/28/2011;

3. Share were fully vested and exercisable as of 07/01/2012;

4. 25% of the shares fully vest on the 1st anniversary of vesting start date of 09/04/2009; Thereafter shares vest 1/48th per month.

5. 25% of the shares full vest on the 1st anniversary of vesting start date of 02/16/2012; Thereafter shares vest 1/48th per month.

6. 25% of the shares fully vest on the 1st anniversary of vesting start date of 11/01/2012; Thereafter shares vest 1/48th per month.

	/s/ Lemyrtle E. Thompson, Attorney-in-fact for Audrey Bold	03/08/2013
	** 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 5 (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 Number.