0001437749-21-001934 4 1 20210201 20210203 20210203 Ghasripoor Farshad 0001723522 4 34 001-34112 21588603 1717 DOOLITTLE DRVIE SAN LEANDRO CA 94577 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 rdgdoc.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 Ghasripoor Farshad Energy Recovery, Inc. [ Issuer (Check all ERII ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O ENERGY RECOVERY, INC., 1717 Transaction (MM/DD/YYYY) (specify below) DOOLITTLE DRIVE 2/1/2021 Chief Technology Officer (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 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code Disposed of (D) Securities Direct (D) or Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Common Stock (1) (2) 2/1/2021 A 11640 A $13.96 80096 D Common Stock (3) 2/2/2021 F 4785 D $13.9582 (4) 75311 D Common Stock (3) 2/3/2021 F 959 D $13.9549 (5) 74352 D Common Stock (6) 2/3/2021 S 9121 D $13.8789 (7) 65231 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date of Securities of derivative Ownership of Security or Execution (Instr. 8) Securities Underlying Derivative Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or Security Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 3 and 4) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 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 Employee Stock Common Option (Right $13.96 2/1/2021 A 31124 (8) 2/1/2031 Stock 31124 $0 31124 D to Buy) 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 was granted on February 1, 2021 and vests 25% on each of the first four anniversaries of the grant date. (3) Payment of tax obligation by selling securities incident to the vesting of securities in accordance with Rule 16b-3(e). (4) This figure is the weighted average sales price of multiple trades ranging from $13.90 to $14.07 per share. The Reporting Person undertakes to provide the SEC Staff, ERI or a shareholder of ERI full information about the number of shares sold at each separate price upon request. (5) This figure is the weighted average sales price of multiple trades ranging from $13.81 to $14.03 per share. The Reporting Person undertakes to provide the SEC Staff, ERI or a shareholder of ERI full information about the number of shares sold at each separate price upon request. (6) This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020. (7) This figure is the weighted average sales price of multiple trades ranging from $13.73 to $14.05 per share. The Reporting Person undertakes to provide the SEC Staff, ERI or a shareholder of ERI full information about the number of shares sold at each separate price upon request. (8) This employee stock option was granted on February 1, 2021. 25% of the options will vest on the 1st anniversary of the grant date; thereafter, the remaining 75% vest 1/36th per month. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ghasripoor Farshad C/O ENERGY RECOVERY, INC. Chief Technology Officer 1717 DOOLITTLE DRIVE SAN LEANDRO, CA 94577 Signatures /s/ William Yeung, Attorney-in-Fact for Farshad Ghasripoor 2/3/2021 ** 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.