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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2023
May 17, 2023
6968_rns_2023-05-17_97b2de77-87bd-4651-90d0-4b613e8f883b.pdf
Director's Dealing
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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| OMB APPROVAL | ||||||||||
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| OMB Number: | 3235-0287 | |||||||||
| Estimated average burden |
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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* Ben Yosef Ofer |
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) 05/12/2023 |
Director Officer (give title below) Business Development |
10% Owner Other (specify below) Executive Vice President Energy Storage and |
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| (Street) RENO (City) |
NV (State) |
89519 (Zip) |
4. If Amendment, Date of Original Filed (Month/Day/Year) | Line) X |
6. Individual or Joint/Group Filing (Check Applicable Form filed by One Reporting Person Form filed by More than One Reporting Person |
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| 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. |
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| Table I - | Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||
| 1. Title of Security (Instr. 3) Date |
2. Transaction (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned |
6. Ownership Form: Direct (D) |
7. Nature of Indirect Beneficial Ownership |
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| Code V | Amount | (A) or (D) |
Price | Following Reported Transaction(s) (Instr. 3 and 4) |
or Indirect (I) (Instr. 4) |
(Instr. 4) | ||||||||
| Common Stock, par value \$0.001 per share 05/12/2023 |
M(1)(2) | 1,230 | A | \$0 | 3,495 | D |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code V | (A) Amount or Price (D) |
Following Reported Transaction(s) (Instr. 3 and 4) |
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| Common Stock, par value \$0.001 per share | 05/12/2023 | M(3) | 698 | A | \$0 | 4,193 | D |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) |
2. Conversi on or Exercise Price of Derivativ e Security |
Date (Month/Day/Y ear) |
3. Transaction | 3A. Deemed Execution Date, if any (Month/Day/Y ear) |
4. Transact ion Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Ye ar) |
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) |
8. Price of Deriv ative Secur |
9. Number of derivativ e Securitie |
10. Ownersh ip Form: Direct (D) or Indirect |
11. Nature of Indirect Benefici al |
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| Code | V | (A) | (D) | Date Exer cisab le |
Expira tion Date |
Title | Amoun t or Numbe r of Shares |
ity (Instr. 5) |
s Benefici ally Owned Followin g Reporte d Transact ion(s) (Instr. 4) |
(I) (Instr. 4) |
Ownersh ip (Instr. 4) |
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| Performance Stock Units |
(1) | 05/12/2023 | M(1)(2) | 2,562 | (1) | (1) | Common Stock, par value \$0.001 per share |
2,562 | \$0 | 0 | D | |||||
| Restricted Stock Units |
(2) | 05/12/2023 | M(1)(2) | 410 | (2) | (2) | Common Stock, par value \$0.001 per share |
410 | \$0 | 410 | D | |||||
| Restricted Stock Units |
(3) | 05/12/2023 | M | 698 | (3) | (3) | Common Stock, par value \$0.001 per share |
698 | \$0 | 698 | D |
Explanation of Responses:
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- On May 12, 2020, the reporting person was granted performance stock units (with a target amount of 3,075), 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.
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- On May 12, 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: 1,640. 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.
- In addition to the PSUs, the reporting person was granted 2,792 time-vesting RSUs on May 12, 2020. Each RSU represents the right to receive one share of ORA common stock upon vesting. 25% of these time-vesting RSUs vested on May 12, 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.
Remarks:
/s/ Ehud Ben Yemini, as attorney-infact 05/16/2023
** Signature of Reporting Person Date