Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Partners II, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,696,669

6.

Shared Voting Power
0

7.

Sole Dispositive Power
6,696,669

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,696,669

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
25.4% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Partners II Intrafund, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
101,975

6.

Shared Voting Power
0

7.

Sole Dispositive Power
101,975

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
101,975

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
0.4% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Partners II, G.P., L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,798,644

6.

Shared Voting Power
0

7.

Sole Dispositive Power
6,798,644

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,798,644

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
25.8% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element II G.P., LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,798,644

6.

Shared Voting Power
0

7.

Sole Dispositive Power
6,798,644

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,798,644

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
25.8% (1)

12.

Type of Reporting Person
OO

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
DFJ Element, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,566,686

6.

Shared Voting Power
0

7.

Sole Dispositive Power
2,566,686

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,566,686

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
9.7% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
DFJ Element Intrafund L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
69,515

6.

Shared Voting Power
0

7.

Sole Dispositive Power
69,515

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
69,515

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
0.3% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
DFJ Element Partners, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,636,201

6.

Shared Voting Power
0

7.

Sole Dispositive Power
2,636,201

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,636,201

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
10.0% (1)

12.

Type of Reporting Person
OO

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Venture Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,770,174

6.

Shared Voting Power
0

7.

Sole Dispositive Power
2,770,174

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,770,174

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
10.5% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Partners II-A, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
133,973

6.

Shared Voting Power
0

7.

Sole Dispositive Power
133,973

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
133,973

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
0.5% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element Partners II-A G.P., L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
133,973

6.

Shared Voting Power
0

7.

Sole Dispositive Power
133,973

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
133,973

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
0.5% (1)

12.

Type of Reporting Person
PN

CUSIP No. G0443N107

SCHEDULE 13G

1.

Names of Reporting Persons
Element II-A G.P., L.L.C.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
133,973

6.

Shared Voting Power
0

7.

Sole Dispositive Power
133,973

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
133,973

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
0.5% (1)

12.

Type of Reporting Person
OO

CUSIP No. G0443N107

SCHEDULE 13G

Item 1.                                                                     Issuer

(a)

Name of Issuer:
AquaVenture Holdings Limited (the Issuer)

(b)

Address of Issuers Principal Executive Offices:
14400 Carlson Circle

Tampa, FL 33626

Item 2.                                                                     Filing Person

(a)  (c)

Name of Persons Filing; Address; Citizenship:

(i)        Element Partners II, L.P. (EP II LP);

(ii)       Element Partners II Intrafund, L.P. (EP II Intrafund);

(iii)      Element Partners II, G.P., L.P. (EP II GP), which is the sole general partner of EP II LP and EP II Intrafund;

(iv)      Element II G.P., LLC (Element II LLC), which is the sole general partner of EP II GP;

(v)       DFJ Element, L.P. (DFJ LP);

(vi)      DFJ Element Intrafund L.P. (DFJ Intrafund);

(vii)     DFJ Element Partners, LLC (DFJ LLC), which is the sole general partner of DFJ LP and DFJ Intrafund;

(viii)    Element Partners II-A, L.P. (EP II-A LP);

(ix)     Element Partners II-A G.P., L.P, (EP II-A GP), which is the sole general partner of EP II-A LP;

(x)       Element Venture Partners, L.P. (EVP LP), which is the sole general partner of DFJ LLC and general partner of EP II-A GP;

(xi)      Element II-A G.P., L.L.C. (Element II-A LLC, and collectively with EP II LP, EP II Intrafund, EP II GP, Element II LLC, DFJ LP, DFJ Intrafund, DFJ LLC, EP IIA- LP, EP II-A GP and EVP LP, the Reporting Persons), which is a general partner of EP II-A GP.

The address of the principal business office of each of the Reporting Persons is Element Partners, 565 E. Swedesford Road, Suite 207 Wayne, PA  19087.

EP II LP, EP II Intrafund, EP II GP, DFJ LP, DFJ Intrafund, EP II-A LP, EP II-A GP and EVP LP are Delaware limited partnerships.  Element II LLC, DFJ LLC and Element II-A LLC are Delaware limited liability companies.

(d)

Title of Class of Securities:
Ordinary Shares, no par value

(e)

CUSIP Number:
G0443N107

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a) and (b)            Amount beneficially owned:     

(i)

EP II LP directly owns 6,696,669 Ordinary Shares, which represents approximately 25.4% of the

CUSIP No. G0443N107

SCHEDULE 13G

outstanding Ordinary Shares.

(ii)

EP II Intrafund directly owns 101,975 Ordinary Shares, which represents approximately 0.4% of the outstanding Ordinary Shares.

(iii)

EP II GP is the general partner of EP II LP and EP II Intrafund and may be deemed to beneficially own the Ordinary Shares held by EP II LP and EP II Intrafund.

(iv)

Element II LLC is the general partner of EP II GP and may be deemed to beneficially own the Ordinary Shares held by EP II LP and EP II Intrafund.

(v)

DFJ LP directly owns 2,566,686 Ordinary Shares, which represents approximately 9.7% of the outstanding Ordinary Shares.

(vi)

DFJ Intrafund directly owns 69,515 Ordinary Shares, which represents approximately 0.3% of the outstanding Ordinary Shares.

(vii)

DFJ LLC is the sole general partner of DFJ LP and DFJ Intrafund and may be deemed to beneficially own the Ordinary Shares held by DFJ LP and DFJ Intrafund.

(viii)

EVP LP is the sole general partner of DFJ LLC and a general partner of EP II-A GP and may be deemed to beneficially own the Ordinary Shares held by DFJ LP, DFJ Intrafund and EP II-A LP.

(ix)

EP II-A LP directly owns 133,973 Ordinary Shares, which represents approximately 0.5% of the outstanding Ordinary Shares.

(x)

EP II-A GP is the sole general partner of EP II-A LP and may be deemed to beneficially own the Ordinary Shares held by EP II-A LP.

(xi)

Element II-A LLC is a general partner of EP II-A GP and may be deemed to beneficially own the Ordinary Shares held by EP II-A LP.

(c)

Number of shares as to which such person has:

Number of Shares of Common Stock

Reporting Person

(i)

(ii)

(iii)

(iv)

EP II LP

6,696,669

0

6,696,669

0

EP II Intrafund

101,975

0

101,975

0

EP II GP

6,798,644

0

6,798,644

0

Element II LLC

6,798,644

0

6,798,644

0

DFJ LP

2,566,686

0

2,566,686

0

DFJ Intrafund

69,515

0

69,515

0

DFJ LLC

2,636,201

0

2,636,201

0

EVP LP

2,770,174

0

2,770,174

0

EP II-A LP

133,973

0

133,973

0

EP II-A GP

133,973

0

133,973

0

Element II-A LLC

133,973

0

133,973

0

(i)

Sole power to vote or direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

CUSIP No. G0443N107

SCHEDULE 13G

(iv)

Shared power to dispose or to direct the disposition of   

The percent of class was calculated based on 26,388,016 shares of common stock issued and outstanding as of November 15, 2016, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2016.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

CUSIP No. G0443N107

SCHEDULE 13G

Item 10.

Certification.

Not applicable.

ELEMENT PARTNERS II, L.P.

By:

Element Partners II, G.P., L.P.

Its:

General Partner

By:

Element II G.P., LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT PARTNERS II INTRAFUND, L.P.

By:

Element Partners II, G.P., L.P.

Its:

General Partner

By:

Element II G.P., LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT PARTNERS II, G.P., L.P.

By:

Element II G.P., LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT PARTNERS II G.P., LLC

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

CUSIP No. G0443N107

SCHEDULE 13G

DFJ ELEMENT, L.P.

By:

DFJ Element Partners, LLC

Its:

General Partner

By:

Element Venture Partners, L.P.

Its:

General Partner

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

DFJ ELEMENT INTRAFUND L.P.

By:

DFJ Element Partners, LLC

Its:

General Partner

By:

Element Venture Partners, L.P.

Its:

General Partner

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

DFJ ELEMENT PARTNERS, LLC

By:

Element Venture Partners, L.P.

Its:

General Partner

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT VENTURE PARTNERS, L.P.

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

CUSIP No. G0443N107

SCHEDULE 13G

ELEMENT PARTNERS II-A, L.P.

By:

Element Partners II-A G.P., L.P.

Its:

General Partner

By:

Element Venture Partners, L.P.

Its:

General Partner

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT PARTNERS II-A G.P., L.P.

By:

Element II-A G.P., L.L.C.

Its:

General Partner

By:

Element Venture Partners, L.P.

Its:

General Partner

By:

EVP GP, LLC

Its:

General Partner

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member

ELEMENT II-A G.P., L.L.C.

By:

/s/ David Lincoln

Name:

David Lincoln

Title:

Managing Member