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ORMAT TECHNOLOGIES, INC. Director's Dealing 2023

Jul 4, 2023

6968_rns_2023-07-04_2d7b038c-7cd5-4adb-8476-c4dc297df0c9.pdf

Director's Dealing

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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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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*
Blachar, Doron
2. Issuer Name and Ticker or Trading Symbol
Ormat Technologies, Inc. [ORA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
(Last)
c/o Ormat Technologies, Inc.
6140 Plumas St.
(First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023
Director
X Officer (give title
below)
10% Owner
Other (specify below)
Chief Executive Officer
Reno NV 89519-6075 (Street) 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City) (State) (Zip) Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan
that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)
2. Transaction
Date (Month /
Day / Year)
2A. Deemed
Execution
Date, if any
(Month / Day /
3.
Transaction
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)
6.
Ownership
Form:
Direct (D)
7. Nature
of Indirect
Beneficial
Ownership
Year) Code V Amount (A)
or
(D)
Price (Instr. 3 and 4) or Indirect
(I)
(Instr. 4)
(Instr. 4)
Common Stock, par value \$0.001 per share 07/01/2023 M (1) (2) 2,943 A \$0.00 16,429 D
Common Stock, par value \$0.001 per share 07/01/2023 M (3) 1,505 A \$0.00 17,934 D
1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3.
Transaction
Date
(Month /
Day / Year)
3A.
Deemed
Execution
Date, if
any
(Month /
Day /
Year)
4.
Transaction
Code
(Instr. 8)
5. Number
6. Date Exercisable
of
and Expiration Date
Derivative
(Month / Day / Year)
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4,
and 5)
7. Title and
Amount of
Securities
Underlying
Derivative
Security
(Instr. 3 and 4)
8. Price
of
Derivative
Security
(Instr. 5)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
(Instr. 4)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount
or
Number
of
Shares
(Instr. 4)
Performance
Stock Units
(1) 07/01/2023 M (1) (2) 6,540 (1) (1) Common
Stock,
par
value
\$0.001
per
share
6,540 \$0.00 0 D
Restricted
Stock Units
(2) 07/01/2023 M (1) (2) 981 (2) (2) Common
Stock,
par
value
\$0.001
per
share
981 \$0.00 4,448 D
Restricted
Stock Units
(3) 07/01/2023 M 1,505 (3) (3) Common
Stock,
par
value
\$0.001
per
share
1,505 \$0.00 1,505 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses:

  • (1) On July 1, 2020, the reporting person was granted performance stock units (with a target amount of 6,540), each of which represents the right to receive one share of ORA common stock upon vesting (the "PSUs"). Pursuant to their terms, the PSUs are not deemed vested until they are both performance-vested and time-vested. The PSUs performance vest on the third anniversary of the grant date, in an amount (between 0% and 150% of target) based on the issuer's achievement of relative total stockholder return from the grant date until such third anniversary, and time vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, based on the reporting person's continued service.
  • (2) On July 1, 2023, the third anniversary of the grant date of the PSUs, 100% of the PSUs performance vested in the following amount based on the issuer's achievement of relative total stockholder return during the three-year performance period: 3,924. 75% of such PSUs were immediately paid out, as they were time-vested based on the reporting person's continued service since the grant date. The remaining 25% of such PSUs remain subject to time-vesting until the fourth anniversary of the grant date, based on the reporting person's continued service, and are thus represented as restricted stock units ("RSUs"). Each RSU represents the right to receive one share of ORA common stock upon vesting.
  • (3) In addition to the PSUs, the reporting person was granted 6,020 time-vesting RSUs on July 1, 2020. Each RSU represents the right to receive one share of ORA common stock upon vesting. 25% of these time-vesting RSUs vested on July1, 2023, the third-year anniversary of the date of grant. The remaining 25% of which will vest on the fourth anniversary of the grant date, based on the reporting person's continued service.

Signatures

/s/ Ehud Ben Yemini, as attorney-in-fact 07/03/2023
**Signature of Reporting Person Date

Reporting Owners

Relationships
Reporting Owner Name / Address Director 10% Owner Officer Other
Blachar, Doron
c/o Ormat Technologies, Inc.
6140 Plumas St.
Reno NV 89519-6075
Chief Executive Officer

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.

Potential persons who are to 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.