0001437749-20-010824 4 1 20200512 20200514 20200514 Lorentzen Ole Peter 0001429459 4 34 001-34112 20879867 POSTBOKS A, BYGD0Y OSLO Q8 0211 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 Lorentzen Ole Peter 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 5/12/2020 (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 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code Acquired (A) or Securities Form: Direct Indirect Execution (Instr. 8) Disposed of (D) Beneficially (D) or Indirect Beneficial Date, if (Instr. 3, 4 and 5) Owned Following (I) (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and or 4) Code V Amount (D) Price Common Stock 5/12/2020 S 1500000 D $7.52 6840334 I See Note (1) 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) The filing persons of this Form 4 are Ole Peter Lorentzen and Ludvig Lorentzen AS. Mr. Lorentzen is the controlling shareholder of Ludvig Lorentzen AS. The sale reported on this Form 4 was made pursuant to a registration statement on Form S-3 (File No. 333-233730). After giving effect to the sale reported on this Form 4, the shares of common stock beneficially owned by Mr. Lorentzen include 6,400,000 shares of common stock held by Ludvig Lorentzen AS and 440,334 shares of common stock held in other accounts controlled by Mr. Lorentzen. The filing persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lorentzen Ole Peter C/O ENERGY RECOVERY, INC. X 1717 DOOLITTLE DRIVE SAN LEANDRO, CA 94577 Signatures /s/ Ole Peter Lorentzen 5/14/2020 ** 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.