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ORMAT TECHNOLOGIES, INC. Director's Dealing 2025

Mar 5, 2025

6968_rns_2025-03-05_8ee2e65f-a1e0-4f93-af32-9e72c66e4445.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
(Last)
(First)
(Middle)
C/O ORMAT TECHNOLOGIES, INC.
6884 SIERRA CENTER PARKWAY
(Street)
RENO
NV
89511
2. Issuer Name
and
Ticker or Trading Symbol
ORMAT TECHNOLOGIES, INC.
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
X Officer (give title
below)
Chief Financial
Officer
Other (specify
below)
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
(City) (State) (Zip) Table I - 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.
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 Following
6.
Ownership
Form:
Direct (D) or
7. Nature of
Indirect
Beneficial
Ownership
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect (I)
(Instr. 4)
(Instr. 4)
Common Stock 03/01/2024 M(1)(2) 330 A \$0 27,607 D
Common Stock 03/01/2025 M(1)(3) 670 A \$0 28,277 D
Common Stock 03/01/2025 M(1)(4) 447 A \$0 28,724 D
Common Stock 03/01/2025 M(1)(5) 1,953 A \$0 30,677 D
Common Stock 03/01/2025 M(1)(6) 2,084 A \$0 32,761 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.
Conversio
n or
Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Yea
r)
3A. Deemed
Execution Date,
if any
(Month/Day/Yea
r)
4.
Transacti
on 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/Yea
r)
7. Title and Amount
of Securities
Underlying Derivative
Security (Instr. 3 and
4)
8.
Price
of
Derivat
ive
Securit
9.
Number
of
derivative
Securities
Beneficial
10.
Ownershi
p Form:
Direct (D)
or Indirect
(I) (Instr.
11. Nature
of Indirect
Beneficial
Ownershi
p (Instr. 4)
Code V (A) (D) Date
Exercis
able
Expiratio
n Date
Title Amount
or
Number
of Shares
y
(Instr.
5)
ly Owned
Following
Reported
Transacti
on(s)
(Instr. 4)
4)
Restricted Stock
Units
(1)(2) 03/01/2024 M 330 (3) (3) Common
Stock
330 \$0 670 D
Restricted Stock
Units
(1)(3) 03/01/2025 M 670 (3) (3) Common
Stock
670 \$0 0 D
Restricted Stock
Units
(1)(4) 03/01/2025 M 447 (4) (4) Common
Stock
447 \$0 447 D
Restricted Stock
Units
(1)(5) 03/01/2025 M 1,953 (5) (5) Common
Stock
1,953 \$0 3,906 D
Performance
Based Units
(6)(7) 03/01/2025 M(6)(7) 3,319 (6) (6) Common
Stock
3,319 \$0 0 D
Restricted Stock
Units
(1)(7) 03/01/2025 M(6)(7) 694 (7) (7) Common
Stock
694 \$0 694 D
Restricted Stock
Units
(1)(8) 03/01/2025 A 5,807 (8) (8) Common
Stock
5,807 \$0 5,807 D

Explanation of Responses:

  1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of ORA common stock upon vesting.

  2. This portion of Restricted Stock Units ("RSUs") vested on March 1, 2024, being the second anniversary of the grant date. These RSUs were granted on March 1, 2022 and vest 33% on the second anniversary of the grant date and 67% on the third anniversary of the grant date. This transaction is being reported late due to an inadvertent administrative oversight. Due to this administrative error, subsequent Form 4s filed on and after March 1, 2024 underreported the number of shares beneficially owned by the reporting person by 330 shares.

    1. This portion of Restricted Stock Units vested on March 1, 2025, being the third anniversary of the grant date. These RSUs were granted on March 1, 2022 and vest 33% on the second anniversary of the grant date and 67% on the third anniversary of the grant date.
    1. This portion of RSUs vested on March 1, 2025, being the third anniversary of the date of grant. These RSUs were granted on March 1, 2022 and vest 25% on each of the first, second, third and fourth anniversaries of the grant date.
  3. This portion of RSUs vested on March 1, 2025, being the first anniversary of the date of grant. These RSUs were granted on March 1, 2024 and vest 33.33% on each of the first and second anniversaries of the grant date and 33.34% on the third anniversary of the grant date.

  4. On March 1, 2022, the reporting person was granted performance stock units (with a target amount of 3,319), 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 25% on each of the first, second, third and fourth anniversaries of the grant date, based on the reporting person's continued service.

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.
Conversio
n or
Exercise
Price of
Derivative
3. Transaction
Date
(Month/Day/Yea
r)
3A. Deemed
Execution Date,
if any
(Month/Day/Yea
r)
4.
Transacti
on Code
(Instr. 8)
5. Number of
Derivative
Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
6. Date
r)
Exercisable and
Expiration Date
(Month/Day/Yea
7. Title and Amount
of Securities
Underlying Derivative
Security (Instr. 3 and
4)
8.
Price
of
Derivat
ive
Securit
9.
Number
of
derivative
Securities
Beneficial
10.
Ownershi
p Form:
Direct (D)
or Indirect
(I) (Instr.
11. Nature
of Indirect
Beneficial
Ownershi
p (Instr. 4)
Security Code V (A) (D) Date
Exercis
able
Expiratio
n Date
Title Amount
or
Number
of Shares
y
(Instr.
5)
ly Owned
Following
Reported
Transacti
on(s)
(Instr. 4)
4)
Restricted Stock
Units
(1)(2) 03/01/2024 M 330 (3) (3) Common
Stock
330 \$0 670 D
Restricted Stock
Units
(1)(3) 03/01/2025 M 670 (3) (3) Common
Stock
670 \$0 0 D
Restricted Stock
Units
(1)(4) 03/01/2025 M 447 (4) (4) Common
Stock
447 \$0 447 D
Restricted Stock
Units
(1)(5) 03/01/2025 M 1,953 (5) (5) Common
Stock
1,953 \$0 3,906 D
Performance
Based Units
(6)(7) 03/01/2025 M(6)(7) 3,319 (6) (6) Common
Stock
3,319 \$0 0 D
Restricted Stock
Units
(1)(7) 03/01/2025 M(6)(7) 694 (7) (7) Common
Stock
694 \$0 694 D
Restricted Stock
Units
(1)(8) 03/01/2025 A 5,807 (8) (8) Common
Stock
5,807 \$0 5,807 D
7.
On March 1, 2025, 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:
2,778. 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 through the fourth anniversary of the grant date, and were thus represented as RSUs.
8.
In addition, the reporting person was granted 5,807 time-vesting RSUs on March 1, 2025. 33.3% of these time-vesting RSUs vest on the first and second anniversary of the grant date and 33.34% on the third
anniversary of the grant date.
Remarks:
/s/ Jessica Woelfel, as attorney-in-fact 03/4/2025
** Signature of Reporting Person
Date