Edgar Filing: Energy Recovery, Inc.

sc13g

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. ____)*

Energy Recovery, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29270J 10 0

(CUSIP Number)

December 31, 2008

Date of Event which Requires Filing of This Statement

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

o RULE 13d-1(b)

o RULE 13d-1(c)

þ RULE 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	ITEM 1(a) NAME OF ISSUER
	ITEM 1(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	ITEM 2(a) NAME OF PERSON FILING
	ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	ITEM 2(c) CITIZENSHIP
	ITEM 2(d) TITLE OF CLASS OF SECURITIES
	ITEM 2(e) CUSIP NUMBER
	ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b)
	ITEM 4 OWNERSHIP
	ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	ITEM 9 NOTICE OF DISSOLUTION OF GROUP
	ITEM 10 CERTIFICATION
SIGNATURE


CUSIP No.		29270J 10 0	13G	PAGE		2		OF		8 PAGES


1	NAME OF REPORTING PERSON Arvarius AS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Norway

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,026,533

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			10,026,533

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	10,026,533

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	19.3%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		29270J 10 0	13G	PAGE		3		OF		8 PAGES


1	NAME OF REPORTING PERSON Marius Skaugen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Norway

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,641,103

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			10,641,103

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	10,641,103

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	20.5%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		29270J 10 0	13G	PAGE		4		OF		8 PAGES


1	NAME OF REPORTING PERSON Lafite AS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Norway

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			307,285

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			307,285

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	307,285

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.6%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		29270J 10 0	13G	PAGE		5		OF		8 PAGES


1	NAME OF REPORTING PERSON Mouton AS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Norway

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			307,285

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			307,285

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	307,285

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.6%

12	TYPE OF REPORTING PERSON

	CO


CUSIP NO. 29270J 10 0		13G		PAGE 6 OF 8 PAGES

ITEM 1(a) NAME OF ISSUER:

Energy Recovery, Inc.

ITEM 1(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

1908 Doolittle Drive, San Leandro, California 94577

ITEM 2(a) NAME OF PERSON FILING:

Arvarius AS; Marius Skaugen; Lafite AS; and Mouton AS.

ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Parkv.57 c/o B. Skaugen AS 0256, Oslo, Norway.

ITEM 2(c) CITIZENSHIP:

Norway

ITEM 2(d) TITLE OF CLASS OF SECURITIES:

Common Shares

ITEM 2(e) CUSIP NUMBER:

29270J 10 0

ITEM 3      IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK WHETHER THE PERSON
                    FILING IS A:

                    Not applicable.

ITEM 4 OWNERSHIP:

For Arvarius AS:

(a) Amount beneficially owned: 10,026,533

(b) Percent of class: 19.3%

(i) sole power to vote or to direct the vote: -0-

(ii) shared power to vote or to direct the vote: 10,026,533

(iii) sole power to dispose or to direct the disposition: -0-

(iv) shared power to dispose or to direct the disposition: 10,026,533

For Marius Skaugen:

(a) Amount beneficially owned: 10,641,103

(b) Percent of class: 20.5%

(i) sole power to vote or to direct the vote: -0-

(ii) shared power to vote or to direct the vote: 10,641,103

(iii) sole power to dispose or to direct the disposition: -0-

(iv) shared power to dispose or to direct the disposition: 10,641,103

For Lafite AS:

(a) Amount beneficially owned: 307,285

(b) Percent of class: 0.6%

(i) sole power to vote or to direct the vote: -0-

(ii) shared power to vote or to direct the vote: 307,285

(iii) sole power to dispose or to direct the disposition: -0-

(iv) shared power to dispose or to direct the disposition: 307,285


CUSIP NO. 29270J 10 0		13G		PAGE 7 OF 8 PAGES

For Mouton AS:

(a) Amount beneficially owned: 307,285

(b) Percent of class: 0.6%

(i) sole power to vote or to direct the vote: -0-

(ii) shared power to vote or to direct the vote: 307,285

(iii) sole power to dispose or to direct the disposition: -0-

(iv) shared power to dispose or to direct the disposition: 307,285

Marius Skaugen is a controlling stockholder of Arvarius AS, Lafite AS, and Mouton AS. Shares reported above as beneficially owned by Arvarius SA and Marius Skaugen include shares that may be acquired upon exercise of warrants, issued to Arvarius AS, to purchase 1,904,122 common shares that are presently exercisable in full.

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.


ITEM 7		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10 CERTIFICATION

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		Date: February 2, 2009

		Arvarius SA
		Signature:		/s/ Marius Skaugen
		Name/Title: Marius Skaugen, Director

		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, individually

		Lafite SA
		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, Director

		Mouton SA
		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, Director


CUSIP NO. 29270J 10 0		13G		PAGE 8 OF 8 PAGES

JOINT FILING AGREEMENT

We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.


		Date: February 2, 2009

		Arvarius SA
		Signature:		/s/ Marius Skaugen
		Name/Title: Marius Skaugen, Director

		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, individually

		Lafite SA
		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, Director

		Mouton SA
		Signature:		/s/ Marius Skaugen

		Name/Title: Marius Skaugen, Director

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