0001437749-21-004164 4 1 20210223 20210225 20210225 Clemente Rodney 0001668422 4 34 001-34112 21683469 1717 DOOLITTLE DRIVE 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 Clemente Rodney 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 2/23/2021 SVP, Water (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) 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code or Disposed 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 (1) 2/23/2021 M 14518 A $16.52 (2) 56752 D Common Stock (1) 2/23/2021 S 14518 D $16.52 (2) 42234 D Common Stock (1) 2/23/2021 M 9998 A $16.52 (2) 52232 D Common Stock (1) 2/23/2021 S 9998 D $16.52 (2) 42234 D Common Stock (1) 2/23/2021 M 18287 A $15.50 (2) 60521 D Common Stock (1) 2/23/2021 S 18287 D $15.50 (2) 42234 D Common Stock (1) 2/23/2021 M 4042 A $15.50 (2) 46276 D Common Stock (1) 2/23/2021 S 4042 D $15.50 (2) 42234 D Common Stock (1) 2/23/2021 M 17154 A $15.60 (2) 59388 D Common Stock (1) 2/23/2021 S 17154 D $15.60 (2) 42234 D Common Stock (1) 2/24/2021 M 1731 A $16.52 43965 D Common Stock (1) 2/24/2021 S 1731 D $16.52 42234 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 of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or 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 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 to $8.52 2/23/2021 M 14518 (3) 3/8/2026 Stock 14518 $0 0 D Buy) (1) Employee Stock Common Option (Right to $8.52 2/23/2021 M 9998 (3) 3/8/2026 Stock 9998 $0 1731 D Buy) (1) Employee Stock Common Option (Right to $7.50 2/23/2021 M 18287 (4) 2/1/2028 Stock 18287 $0 200 D Buy) (1) Employee Stock Common Option (Right to $7.50 2/23/2021 M 4042 (4) 2/1/2028 Stock 4042 $0 9278 D Buy) (1) Employee Stock Common Option (Right to $7.60 2/23/2021 M 17154 (5) 1/31/2029 Stock 17154 $0 4863 D Buy) (1) Employee Stock Common Option (Right to $8.52 2/24/2021 M 1731 (3) 3/8/2026 Stock 1731 $0 0 D Buy) (1) Explanation of Responses: (1) This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020. (2) This figure is the weighted average sales price of multiple trades. 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. (3) This employee stock option was granted on March 8, 2016. All of the options are fully vested and exercisable. (4) This employee stock option was granted on February 1, 2018. 25% of the options will vest on the 1st anniversary of the grant date; thereafter, the remaining 75% vest 1/36th per month. (5) This employee stock option was granted on January 31, 2019. 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 Clemente Rodney C/O ENERGY RECOVERY, INC. SVP, Water 1717 DOOLITTLE DRIVE SAN LEANDRO, CA 94577 Signatures /s/ William Yeung, Attorney-in-Fact for Rodney Clemente 2/25/2021 ** 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.