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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) |
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|---|---|---|---|---|---|---|---|---|
| (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 |
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| 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 |
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|---|---|---|---|---|---|---|---|---|---|---|
| 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) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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).
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