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Filing Details

Accession Number:: 0001209191-20-016162
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-04 16:49:17
Reporting Period:: 2020-02-13

Accepted Time:: 2020-03-04 16:49:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1365101	Primo Water Holdings Llc	PRMW	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1078296	D Billy Prim	101 North Cherry Street Suite 501 Winston-Salem NC 27101	Interim Ceo; Exec. Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-02-13	1,774	$9.60	1,900,734	No	4	X	Direct
Common Stock	Disposition	2020-02-13	1,104	$15.44	1,899,630	No	4	S	Direct
Common Stock	Acquisiton	2020-02-13	28,571	$2.30	1,928,201	No	4	X	Direct
Common Stock	Disposition	2020-02-13	4,257	$15.44	1,923,944	No	4	S	Direct
Common Stock	Acquisiton	2020-03-02	349,057	$0.00	2,273,001	No	4	M	Direct
Common Stock	Acquisiton	2020-03-02	159,040	$0.00	2,432,041	No	4	M	Direct
Common Stock	Disposition	2020-03-02	508,097	$14.00	1,923,944	No	4	D	Direct
Common Stock	Acquisiton	2020-03-02	3,000	$0.00	1,926,944	No	4	M	Direct
Common Stock	Acquisiton	2020-03-02	6,000	$0.00	1,932,944	No	4	M	Direct
Common Stock	Acquisiton	2020-03-02	9,000	$0.00	1,941,944	No	4	M	Direct
Common Stock	Disposition	2020-03-02	7,080	$14.88	1,934,864	No	4	F	Direct
Common Stock	Disposition	2020-03-02	1,934,864	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2020-03-02	8,032	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	4,791	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	4,791	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	23,957	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	23,957	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	4,791	$0.00	0	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2020-03-02	4,791	$0.00	0	No	4	D	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Direct
No	4	S	Direct
No	4	X	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct
No	4	D	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	F	Direct
No	4	D	Direct
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	D	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2020-02-13	1,774	$0.00	1,774	$9.60
Common Stock	Warrant (right to buy)	Disposition	2020-02-13	28,571	$0.00	28,571	$2.30
Common Stock	Deferred Stock Units	Disposition	2020-03-02	349,057	$0.00	349,057	$0.00
Common Stock	Deferred Stock Units	Disposition	2020-03-02	159,040	$0.00	159,040	$0.00
Common Stock	Restricted Stock Units	Disposition	2020-03-02	3,000	$0.00	3,000	$0.00
Common Stock	Restricted Stock Units	Disposition	2020-03-02	6,000	$0.00	6,000	$0.00
Common Stock	Restricted Stock Units	Disposition	2020-03-02	9,000	$0.00	9,000	$0.00

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2010-12-30	2020-12-30	No	4	X	Direct
2012-04-30	2020-04-30	No	4	X	Direct
		No	4	M	Direct
		No	4	M	Direct
		No	4	M	Direct
		No	4	M	Direct
		No	4	M	Direct

Footnotes

Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock.
Represents shares of Common Stock otherwise issuable in connection with the settlement of 349,057 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
Represents shares of Common Stock otherwise issuable in connection with the settlement of 159,040 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
Represents the cash settlement of the shares of Common Stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4).
Represents shares of Common Stock received upon the acceleration and vesting in full and settlement into shares of Common Stock of a restricted stock unit award prior to the closing of the transactions contemplated by the Merger Agreement (as defined in this Form 4).
Represents shares of common stock withheld by the Company in order to pay taxes upon the vesting of the restricted stock unit awards set forth above. No open-market transactions were conducted by the reporting person in connection with this withholding.
Disposed of pursuant to the Agreement and Plan of Merger, dated January 13, 2020, by and among Primo Water Corporation, Cott Corporation ("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement"), whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62.
Held by Mr. Prim's spouse.
Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
Held by BD Prim, LLC of which Mr. Prim is the sole manager.
Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
Each deferred stock unit has a value as of a given date equal to the fair market value of one share of Primo Water Corporation common stock.
Represents deferred stock units settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4.
Each restricted stock unit represents a contingent right to receive one share of common stock.
Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning March 20, 2018. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning March 9, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning March 8, 2020. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.