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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2025
Mar 5, 2025
6968_rns_2025-03-05_6f1666cb-3a3d-4cb6-9e71-ff2afed42d34.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
| Common Stock | 03/01/2025 | M(1)(4) | 3,750 | A | \$0 | 33,167 | D | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | 03/01/2025 | M(1)(3) | 5,135 | A | \$0 | 29,417 | D | |||||||
| Common Stock | 03/01/2025 | M(1)(2) | 805 | A | \$0 | 24,282 | D | |||||||
| Code | V | Amount | (A) or (D) |
Price | Reported Transaction(s) (Instr. 3 and 4) |
Indirect (I) (Instr. 4) |
(Instr. 4) | |||||||
| 1. Title of Security (Instr. 3) | Table I - 2. Transaction Date (Month/Day/Year) |
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 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 |
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| (City) | (State) | (Zip) | 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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| (Street) RENO |
NV | 89511 | 4. If Amendment, Date of Original Filed (Month/Day/Year) | X | 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person |
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| (Last) | (First) C/O ORMAT TECHNOLOGIES, INC. 6884 SIERRA CENTER PARKWAY |
(Middle) | 03/01/2025 | X | Officer (give title below) Chief Executive Officer |
Other (specify below) |
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| 1. Name and Address of Reporting Person* Blachar Doron |
2. Issuer Name and Ticker or Trading Symbol ORMAT TECHNOLOGIES, INC. [ ORA ] 3. Date of Earliest Transaction (Month/Day/Year) |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director |
10% Owner |
| Table II - | (e.g., puts, calls, warrants, options, convertible securities) | Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 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) |
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| 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) | 3/1/2025 | M | 805 | (2) | (2) | Common Stock |
805 | \$0 | 804 | D | ||||
| Restricted Stock Units |
(1)(3) | 3/1/2025 | M | 5,135 | (3) | (3) | Common Stock |
5,135 | \$0 | 10,284 | D | ||||
| Performance Based Units |
(4)(5) | 3/1/2025 | M | 5,974 | (4) | (4) | Common Stock |
5,974 | \$0 | 0 | D | ||||
| Restricted Stock Units |
(1)(5) | 3/1/2025 | M | 1,250 | (5) | (5) | Common Stock |
1,250 | \$0 | 1,250 | D | ||||
| Restricted Stock Units |
(6) | 3/1/2025 | A | 11,613 | (6) | (6) | Common Stock |
11,613 | \$0 | 11,613 | D |
Explanation of Responses:
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Each Restricted Stock Unit ("RSU") represents the right to receive one share of ORA common stock upon vesting.
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This portion of RSUs vested on March 1, 2025, being the third anniversary of the grant date. 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.
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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% on the second anniversary of the grant date and 67% on the third anniversary of the grant date.
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On March 1, 2022, the reporting person was granted performance stock units (with a target amount of 5,974), 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.
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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: 5,000. 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.
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In addition, the reporting person was granted 11,613 time-vesting RSUs on March 1, 2025. 33.3% on 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 |
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| ** Signature of Reporting Person | Date |