Filing Details

Evoqua Water Technologies Corp.

Common Stock, par value $0.01 per share

30057T105

December 31, 2017

CUSIP No. 30057T105

13G

1

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

AEA Investors Fund V LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

45,972,599 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

45,972,599 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

45,972,599 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☒

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

40.6% (2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

PN

 

 

 

 

(1)

See Item 4 below.

(2)

Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.

 

(i)

AEA Investors Fund V LP;

 

(ii)

AEA Investors LP;

 

(iii)

AEA EWT Holdings LP;

 

(iv)

AEA EWT Holdings GP LLC;

 

(v)

AEA Investors Participant Fund V LP;

 

(vi)

AEA Investors QP Participant Fund V LP;

 

(vii)

AEA Investors PF V LLC;

 

(viii)

AEA Investors Fund V-A LP;

 

(ix)

AEA Investors Fund V-B LP;

 

(x)

AEA Investors Partners V LP;

 

(xi)

AEA Management (Cayman) Ltd.; and

 

(xii)

Dr. John L. Garcia

(a)

AEA EWT Holdings LP (“AEA EWT Holdings”), which is the holder of record of 45,972,599 shares of common stock, is a limited partnership whose general partner is AEA EWT Holdings GP LLC (“AEA EWT Holdings GP”). The managing member of AEA EWT Holdings GP is AEA Investors Fund V LP and its other members are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V-A LP and (iv) AEA Investors Fund V-B LP (AEA Investors Fund V LP and the entities named in clauses (i) through (iv), collectively, the “AEA Funds”). The AEA Funds are also limited partners of AEA EWT Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd. Each of AEA EWT Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by AEA EWT Holdings, but each disclaims beneficial ownership of such shares.

 

 

(b)

Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.

 

 

(c)

Excludes 32,667,878 shares of common stock owned by certain stockholders that have agreed to vote all of their shares to elect one individual to the Issuer’s board of directors that has been nominated by AEA EWT Holdings (so long as the Reporting Persons hold an aggregate of at least 10% of the outstanding common stock of the Issuer) pursuant to irrevocable voting proxies. In addition, until the earlier of the two-year anniversary of the Issuer’s initial public offering or such time as the Reporting Persons cease to own at least 20% of the outstanding common stock of the Issuer, certain of these stockholders have also agreed to irrevocably appoint AEA EWT Holdings as its proxy to vote all of their shares of the common stock of the Issuer with respect to the election of any member of the board of directors, and in the aggregate, AEA EWT Holdings and these other stockholders beneficially own more than 50% of the outstanding common stock of the Issuer.  AEA EWT Holdings may be deemed to have or share voting control with respect to the shares of common stock owned by each of these stockholders, but AEA EWT Holdings disclaims beneficial ownership of such shares.

 

 

(d)

Dr. John L. Garcia is the chairman and chief executive officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd. Dr. Garcia may be deemed to share beneficial ownership of the shares of the Issuer’s common stock held of record by AEA EWT Holdings, but Dr. Garcia disclaims beneficial ownership of such shares.

Exhibit No.

Exhibit