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^*

Clemente Rodney

(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)
02/25/2016

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)
VP, Global Desalination Sales

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⁾	06/30/2018	Common Stock	10,000	8.5	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/03/2019	Common Stock	8,625	5.25	D
Employee Stock Option (Right to Buy)	⁽³⁾	06/02/2020	Common Stock	15,000	3.4	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/15/2022	Common Stock	44,248	2.46	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/13/2023	Common Stock	36,946	3.92	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/11/2024	Common Stock	42,000	6	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/09/2025	Common Stock	44,280	2.75	D

Explanation of Responses:

1. 25% of the shares became vested on the 1st anniversary of the vesting start date of 07/01/2008; Thereafter, the remaining 75%, were vested 1/36th per month. The options became fully vested on 7/1/2012

2. 25% of the shares became vested on the 1st anniversary of the vesting start date of 09/4/2009; Thereafter, the remaining 75%, were vested 1/36th per month. The options became fully vested on 9/4/2013

3. 25% of the shares became vested on the 1st anniversary of the vesting start date of 06/3/2010; Thereafter, the remaining 75%, were vested 1/36th per month. The options became fully vested on 6/3/2014

4. 25% of the shares became vested on the 1st anniversary of the vesting start date of 02/16/2012; Thereafter, the remaining 75%, were vested 1/36th per month. The options became fully vested on 2/16/2016

5. 25% of the shares became vested on the 1st anniversary of the vesting start date of 03/14/2013; Thereafter, the remaining 75%, were vested and will become vested 1/36th per month. The options become fully vested on 3/14/2017

6. 25% of the shares became vested on the 1st anniversary of the vesting start date of 03/12/2014; Thereafter, the remaining 75%, were vested and will become vested 1/36th per month. The options become fully vested on 3/12/2018

7. 25% of the shares will become vested on the 1st anniversary of the vesting start date of 03/10/2015; Thereafter, the remaining 75%, will vest 1/36th per month. The options become fully vested on 3/10/2019

	/s/ Lemyrtle Thompson, Attorney-in-fact for Rodney Clemente	03/03/2016
	** 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.