0001421517-22-000098 4 2 20220609 20220613 20220613 TONDREAU PAMELA L. 0001722237 4 34 001-34112 221011842 198 CHAMPION COURT SAN JOSE CA 95134 Energy Recovery, Inc. 0001421517 3559 010616867 DE 1231 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 (510) 483-7370 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 4 1 wf-form4_165515150586918.xml FORM 4 FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). 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 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to TONDREAU PAMELA L. Energy Recovery, Inc. [ Issuer (Check all ERII ] applicable) __X__ Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title C/O ENERGY RECOVERY, INC., 1717 Transaction (MM/DD/YYYY) below) _____ Other DOOLITTLE DRIVE 6/9/2022 (specify below) (Street) 4. If Amendment, Date 6. Individual or SAN LEANDRO, CA 94577 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) 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 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 6/9/2022 A 4807 (1) (2) A $20.80 9619 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Company's common stock. (2) The restricted stock unit will fully vest on the 2023 Annual Meeting date, anticipated to be on or about June 8, 2023. Remarks: Exhibit 24 Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TONDREAU PAMELA L. C/O ENERGY RECOVERY, INC. X 1717 DOOLITTLE DRIVE SAN LEANDRO, CA 94577 Signatures /s/ William Yeung, Attorney-in-Fact for Pamela L. Tondreau 6/13/2022 ** 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. EX-24 2 ex-24.htm TONDREAU P (2021-06-10) POWER OF ATTORNEY As an officer and/or director of Energy Recovery, Inc. (the "Company"), the undersigned is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended. By signing this document, the undersigned: (i) expressly revokes and leaves without effect any and all prior powers of attorney granted as an officer and/or a director of the Company for the purposes set-forth in points 1 to 3 herein below; and (ii) designates and appoints each of Joshua Ballard, William Yeung, and Derek Ching as the undersigned's true and lawful attorney-in-fact to: (1) prepare and execute Forms ID, 3, 4, and 5 including amendments to these Forms, for and on behalf the undersigned, in the undersigned's capacity as an officer and/or director of the Company; (2) prepare and execute any other forms or amendments to such forms as he or she determines, in his or her discretion, that are required or advisable to be filed under Section 16, as amended, and related rules and regulations, including any successor laws and regulations, as a consequence of the undersigned's status as a director or as a result of the undersigned's ownership, acquisition or disposition of securities of the Company; and (3) undertake all acts necessary in order to file and submit such forms to the U.S. Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact deems appropriate. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned hereby ratifies and confirms all acts that each of the attorneys-in-fact and agents do or cause to be done by virtue of this Power of Attorney. The undersigned acknowledges that each of the attorneys-in-fact, in serving in such capacity at the undersigned's request, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4, and 5 or to report holdings of, and transactions in, securities issued by the Company, or until the undersigned revokes this Power of Attorney by delivering to the Company a signed revocation in writing to the Company and to each of the attorneys-in-fact. IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 11th day of June, 2021. /s/Pamela Tondreau ------------------ Pamela Tondreau