Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ghasripoor Farshad
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017
3. Issuer Name and Ticker or Trading Symbol
Energy Recovery, Inc. [ERII]
(Last)
(First)
(Middle)
C/O ENERGY RECOVERY, INC., 1717 DOOLITTLE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
11/16/2017
(Street)

SAN LEANDRO, CA 94577
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 - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 9,231
D
 
Common Stock (2) 11,040 (3)
D
 
Common Stock 4,095
D
 
Common Stock (4) 5,230
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (5) 03/14/2023 Common Stock 5,388 $ 3.92 D  
Employee Stock Option (Right to Buy)   (6) 03/12/2024 Common Stock 31,667 $ 6 D  
Employee Stock Option (Right to Buy)   (7) 03/10/2025 Common Stock 39,720 $ 2.75 D  
Employee Stock Option (Right to Buy)   (8) 03/08/2026 Common Stock 26,247 $ 8.52 D  
Employee Stock Option (Right to Buy)   (9) 02/02/2027 Common Stock 17,891 $ 10.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghasripoor Farshad
C/O ENERGY RECOVERY, INC.
1717 DOOLITTLE DRIVE
SAN LEANDRO, CA 94577
      Chief Technology Officer  

Signatures

/s/ Derek Ching, Attorney-in-Fact for Farshad Ghasripoor 11/30/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This restricted stock unit award was granted March 8, 2016. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
(2) This restricted stock unit award was granted February 2, 2017 and vests 25% on each of the first four anniversaries of the grant date.
(3) Corrected number of shares. Shares incorrectly reported on original Form 3.
(4) Securities held in a joint account with spouse.
(5) This employee stock option was granted on March 14, 2013. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
(6) This employee stock option was granted on March 12, 2014. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
(7) This employee stock option was granted on March 10, 2015. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
(8) This employee stock option was granted on March 8, 2016. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
(9) This employee stock option was granted on February 2, 2017. 25% of the shares fully vest on the 1st anniversary of the vesting start date; thereafter, the remaining 75%, vest 1/36th per month.
 
Remarks:
Exhibit 24; Power of Attorney

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