EVP - Energy Storage & BD Benyosef Ofer converted options into 3,258 shares, increasing direct ownership by 52% to 9,543 units (SEC Form 4)
$ORA
Electric Utilities: Central
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2025 | M(1)(2) | 358 | A | $0 | 6,643 | D | |||
| Common Stock | 03/01/2025 | M(1)(3) | 1,233 | A | $0 | 7,876 | D | |||
| Common Stock | 03/01/2025 | M(1)(4) | 1,667 | A | $0 | 9,543 | D | |||
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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. 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 Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1)(2) | 03/01/2025 | M | 358 | (2) | (2) | Common Stock | 358 | $0 | 357 | D | ||||
| Restricted Stock Units | (1)(3) | 03/01/2025 | M | 1,233 | (3) | (3) | Common Stock | 1,233 | $0 | 2,467 | D | ||||
| Performance Based Units | (4)(5) | 03/01/2025 | M | 2,655 | (4) | (4) | Common Stock | 2,655 | $0 | 0 | D | ||||
| Restricted Stock Units | (1)(5) | 03/01/2025 | M | 555 | (5) | (5) | Common Stock | 555 | $0 | 555 | D | ||||
| Restricted Stock Units | (6) | 03/01/2025 | A | 3,484 | (6) | (6) | Common Stock | 3,484 | $0 | 3,484 | 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 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. |
| 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 25% on each of the first, second, third and fourth anniversaries of the grant date. |
| 4. On March 1, 2022, the reporting person was granted performance stock units (with a target amount of 2,655), 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. |
| 5. 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: 2,222. 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. |
| 6. In addition, the reporting person was granted 3,484 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. |
| /s/ Jessica Woelfel, as attorney-in-fact | 03/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||