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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2024
Jul 2, 2024
6968_rns_2024-07-02_17bf015d-61a4-4943-84d3-33908fc2d1e4.pdf
Director's Dealing
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 4
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* 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) 6140 PLUMAS ST. |
(First) (Middle) C/O ORMAT TECHNOLOGIES, INC. |
3. Date of Earliest Transaction (Month/Day/Year) 07/01/2024 |
X CEO |
Director Officer (give title below) |
below) | 10% Owner Other (specify |
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| (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 |
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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) 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 |
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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 7/01/2024 Common Stock, par value \$0.001 per share 7/01/2024 |
M(1)(2) | 981 | A | \$0 | 21,972 | D | ||||||||||
| M(3) | 1,505 | A | \$0 | 23,477 | 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 |
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 ity |
9. Number of derivativ e Securitie s |
10. Ownersh ip Form: Direct (D) or Indirect (I) (Instr. |
11. Nature of Indirect Benefici al Ownersh |
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| Code | V | (A) | (D) | Date Exerci sable |
Expirati on Date |
Title | Amount or Number of Shares |
(Instr. 5) |
Benefici ally Owned Followin g Reporte d Transact ion(s) (Instr. 4) |
4) | ip (Instr. 4) |
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| Restricted Stock Units |
(1)(2) | 07/01/2024 | M | 981 | (2) | (2) | Common Stock, par value \$0.001 per share |
981 | \$0 | 0 | D | ||||
| Restricted Stock Units |
(3) | 7/01/2024 | M | 1,505 | (3) | (3) | Common Stock, par value \$0.001 per share |
1,505 | \$0 | 0 | D |
Explanation of Responses:
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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. On July 1, 2023, the third anniversary of the grant date of the PSUs, the PSUs performance vested in an amount equal to 3,924 shares, based on the issuer's achievement of relative total stockholder return during such performance period. 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 and the remaining 25% of such PSUs were subject to time-vesting through the fourth anniversary of the grant date, and were thus represented as restricted stock units ("RSUs").
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On July 1, 2024, the fourth anniversary of the grant date of the PSUs, the remaining 25% of such PSUs that converted into RSUs time vested, based on the reporting person's continued service since the grant date.
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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. The final 25% of these time-vesting RSUs vested on July 1, 2024, the fourth-year anniversary of the date of grant.
Remarks:
/s/ Jessica Woelfel, as attorney-in-fact 07/2/2024
** Signature of Reporting Person Date