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ORMAT TECHNOLOGIES, INC. Director's Dealing 2023

May 17, 2023

6968_rns_2023-05-17_c9a8eda0-1f01-4120-8654-82f622ac77b1.pdf

Director's Dealing

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL
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*
Ginzburg
Assaf
2. Issuer Name and Ticker or Trading Symbol
ORMAT TECHNOLOGIES, INC.
[
ORA
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
(Last)
(First)
(Middle)
C/O ORMAT TECHNOLOGIES, INC.
6140 PLUMAS ST.
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023
X Director
Officer (give title
below)
below)
Chief Financial Officer
10% Owner
Other (specify
(Street)
RENO
NV
89519
(City)
(State)
(Zip)
4. If Amendment, Date of 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
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
3.
4. Securities Acquired
Execution Date,
Transaction
(A) or Disposed Of (D)
if any
Code (Instr.
(Instr. 3, 4 and 5)
(Month/Day/Year)
8)
5. Amount of
Securities
Beneficially
Owned
Following
6.
Ownership
Form:
Direct (D)
or Indirect
7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
(I) (Instr. 4)
Common Stock, par value \$0.001 per share
05/12/2023
M(1)(2) 1,476 A \$0 23,598 D
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/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
Code V (A)
Amount
or
Price
(D)
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(3) 838 A \$0 24,436 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of
Derivative
Security
(Instr. 3)
2.
Conversi
on or
Exercise
Price of
Derivativ
e
Security
3. Transaction
Date
(Month/Day/Y
ear)
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
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)
Performance
Stock Units
(1) 05/12/2023 M(1)(2) 3,075 (1) (1) Common
Stock, par
value
\$0.001 per
share
3,075 \$0 0 D
Restricted Stock
Units
(2) 05/12/2023 M(1)(2) 492 (2) (2) Common
Stock par
value
\$0.001 per
share
492 \$0 492 D
Restricted Stock
Units
(3) 05/12/2023 M 838 (3) (3) Common
Stock, par
value
\$0.001 per
share
838 \$0 838 D

Explanation of Responses:

    1. 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.
    1. 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: 1,968. 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.

  1. In addition to the PSUs, the reporting person was granted 3,350 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