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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2025
Mar 5, 2025
6968_rns_2025-03-05_11dd1b12-6184-4363-bb07-3d2c9dbe1fdd.pdf
Director's Dealing
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FORM 4
Checkthisbox if no longer subject to Section 16. Form 4 or Form 5 obligationsmay continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
OMB Number: 3235-0287 Estimated average burden hoursper response: 0.5
OMB APPROVAL
Checkthisbox to indicate that a transaction wasmade pursuant to a contract, instruction or written plan that isintended to satisfy the affirmative defense conditionsof Rule 10b5-1(c). See Instruction 10.
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the SecuritiesExchange Act of 1934, or Section 30(h) of the Investment Company Act of 1940
| 1. Name and Addressof Reporting Person Hatzir, Shimon |
* | 2. Issuer Name and Ticker or Trading Symbol Ormat Technologies, Inc. [ORA] |
5. Relationship of Reporting Person(s) to Issuer (Checkall applicable) |
||||
|---|---|---|---|---|---|---|---|
| (Last) (First) c/o Ormat Technologies, Inc. 6884 Sierra Center Parkway |
(Middle) | 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2024 |
___ Director 10%Owner X_ Officer (give title below) _ Other (specify below) EVP, Electricity Segment |
||||
| Reno NV 89511 (City) |
(Street) (State) |
(Zip) | 4. If Amendment, Date Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (CheckApplicable Line) X Form Filed byOne Reporting Person ___ Form Filed by More than One Reporting Person |
Table I - Non-Derivative SecuritiesAcquired, 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. SecuritiesAcquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities BeneficiallyOwned Following Reported Transaction(s) |
6. Ownership Form: |
7. Nature of Indirect Beneficial |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | V Amount | (A) or (D) |
Price | (Instr. 3 and 4) | Direct (D) or Indirect (I) (Instr. 4) |
Ownership (Instr. 4) |
||||
| Common Stock | 03/01/2024 | M (1) (2) | 495 | A | \$0.00 | 4,190 | D | |||
| Common Stock | 03/01/2025 | M (1) (3) | 1,005 | A | \$0.00 | 5,195 | D | |||
| Common Stock | 03/01/2025 | M (1) (4) | 358 | A | \$0.00 | 5,553 | D | |||
| Common Stock | 03/01/2025 | M (1) (5) | 1,541 | A | \$0.00 | 7,094 | D | |||
| Common Stock | 03/01/2025 | M (1) (5) | 1,667 | A | \$0.00 | 8,761 | D |
Table II - Derivative SecuritiesAcquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
| 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 of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month / Day / Year) |
7. Title and Amount of SecuritiesUnderlying Derivative Security (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported |
10. Ownership Form of Derivative Security: Direct (D) or Indirect |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Code | V | (A) | (D) | Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
Transaction(s) (Instr. 4) |
(I) (Instr. 4) |
||||||
| Restricted Stock Units |
(1) (2) | 03/01/2024 | M | 495 | (2) | (2) | Common Stock |
495 | \$0.00 | 1,005 | D | ||||
| Restricted Stock Units |
(1) (3) | 03/01/2025 | M | 1,005 | (3) | (3) | Common Stock |
1,005 | \$0.00 | 0 | D | ||||
| Restricted Stock Units |
(1) (4) | 03/01/2025 | M | 358 | (4) | (4) | Common Stock |
358 | \$0.00 | 357 | D | ||||
| Restricted Stock Units |
(1) (5) | 03/01/2025 | M | 1,541 | (5) | (5) | Common Stock |
1,541 | \$0.00 | 3,085 | D | ||||
| Performance Based Units |
(6) (7) | 03/01/2025 | M | 2,655 | (6) | (6) | Common Stock |
2,655 | \$0.00 | 0 | D | ||||
| Restricted Stock Units |
(1) (7) | 03/01/2025 | M | 555 | (7) | (7) | Common Stock |
555 | \$0.00 | 555 | D |
Explanation of Responses:
(1) Each Restricted StockUnit ("RSU") representsthe right to receive one share of ORA common stockupon vesting.
(2) Thisportion of Restricted StockUnits("RSUs") vested on March 1, 2024, being the second anniversary of the grant date. These RSUswere 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. Thistransaction isbeing reported late due to an inadvertent administrative oversight. Due to this administrative error, subsequent Form 4sfiled on and after March 1, 2024 underreported the number of sharesbeneficially owned by the reporting person by 495 shares.
(3) Thisportion of Restricted StockUnitsvested on March 1, 2025, being the third anniversary of the grant date. These RSUswere 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.
(4) Thisportion of Restricted StockUnitsvested on March 1, 2025, being the third anniversary of the date of grant. These Restricted StockUnitswere granted on March 1, 2022 and vest 25%on each of the first, second, third and fourth anniversariesof the grant date.
(5) Thisportion of Restricted StockUnitsvested on March 1, 2025, being the first anniversary of the date of grant. These Restricted StockUnitswere granted on March 1, 2024 and vest 25%on each of the first, second, third and fourth anniversariesof the grant date.
(6) On March 1, 2022, the reporting person wasgranted performance stockunits(with a target amount of 2,655), each of which representsthe right to receive one share of ORA common stockupon vesting (the "PSUs"). Pursuant to their terms, the PSUsare not deemed vested until they are both performance-vested and time-vested. The PSUsperformance vest on the third anniversary of the grant date, in an amount (between 0%and 150%of target) based on the issuer'sachievement 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 anniversariesof the grant date, based on the reporting person'scontinued service.
(7) On March 1, 2025, the third anniversary of the grant date of the PSUs, 100%of the PSUsperformance vested in the following amount based on the issuer'sachievement of relative total stockholder return during the three-year performance period: 2,222. 75%of such PSUswere immediately paid out, asthey were time-vested based on the reporting person'scontinued service since the grant date. The remaining 25%of such PSUsremain subject to time-vesting through the fourth anniversary of the grant date, and were thusrepresented asRSUs.
Signatures
| /s/ Jessica Woelfel, asattorney-in-fact | 03/04/2025 |
|---|---|
| **Signature of Reporting Person | Date |
Reporting Owners
| Relationships | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reporting Owner Name / Address | Director 10%Owner Officer | Other | ||||||
| Hatzir, Shimon c/o Ormat Technologies, Inc. 6884 Sierra Center Parkway Reno NV 89511 |
EVP, Electricity Segment |
Reminder: Report on a separate line for each classof securitiesbeneficially owned directly or indirectly.
* If the form isfiled by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatementsor omissionsof factsconstitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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