Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Bensalah Nocair
  2. Issuer Name and Ticker or Trading Symbol
Energy Recovery, Inc. [ERII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Operations
(Last)
(First)
(Middle)
C/O ENERGY RECOVERY, INC., 1717 DOOLITTLE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018
(Street)

SAN LEANDRO, CA 94577
4. If Amendment, Date 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 - 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 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 (1) 10/01/2018   M   31,404 A $ 2.75 95,000 D  
Common Stock (1) 10/01/2018   S   31,404 D $ 8.7704 (2) 63,596 D  
Common Stock (3) 10/01/2018   F   854 D $ 8.743 (4) 62,742 D  
Common Stock (1) 10/02/2018   M   45,956 A $ 2.75 108,698 D  
Common Stock (1) 10/02/2018   S   45,956 D $ 8.7902 (5) 62,742 D  
Common Stock (1) 10/03/2018   M   884 A $ 2.75 63,626 D  
Common Stock (1) 10/03/2018   S   884 D $ 8.79 62,742 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. 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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (Right to Buy) (1) $ 2.75 10/01/2018   M     31,404   (6) 03/09/2025 Common Stock 31,404 $ 0 102,052 D  
Employee Stock Option (Right to Buy) (1) $ 2.75 10/02/2018   M     45,956   (6) 03/09/2025 Common Stock 45,956 $ 0 56,096 D  
Employee Stock Option (Right to Buy) (1) $ 2.75 10/03/2018   M     884   (6) 03/09/2025 Common Stock 884 $ 0 55,212 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bensalah Nocair
C/O ENERGY RECOVERY, INC.
1717 DOOLITTLE DRIVE
SAN LEANDRO, CA 94577
      VP of Operations  

Signatures

 /s/William Yeung, Attorney-in-Fact for Nocair Bensalah   10/03/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 10, 2018.
(2) This figure is the weighted average sales price of multiple trades ranging from $8.7300 to $8.8600 per share. The Reporting Person undertakes to provide the SEC Staff, ERI or a shareholder of ERI full information about the number of shares sold at each separate price upon request.
(3) Payment of tax obligation by withholding securities incident to the vesting of the securities in accordance with Rule 16b-3(e)
(4) This figure is the weighted average stock price of the shares withheld for each restricted stock unit award vesting.
(5) The figure is the weighted average sales price of multiple trades ranging from $8.6800 to $8.8400 per share. The Reporting Person undertakes to provide the SEC Staff, ERI or a shareholder of ERI full information about the number of shares sold at each separate price upon request.
(6) 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.

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