FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

Ghasripoor Farshad
2. Issuer Name and Ticker or Trading Symbol

Energy Recovery, Inc. [ ERII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

C/O ENERGY RECOVERY, INC., 1717 DOOLITTLE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2021
(Street)

SAN LEANDRO, CA 94577
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (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 Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $13.96 2/1/2021  A   31124     (8)2/1/2031 Common Stock 31124 $0 31124 D  

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
Director10% OwnerOfficerOther
Ghasripoor Farshad
C/O ENERGY RECOVERY, INC.
1717 DOOLITTLE DRIVE
SAN LEANDRO, CA 94577


Chief Technology Officer

Signatures
/s/ William Yeung, Attorney-in-Fact for Farshad Ghasripoor2/3/2021
**Signature of Reporting PersonDate


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).
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