Filing Details

Accession Number:
0001209191-20-016142
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-03-04 16:43:46
Reporting Period:
2020-02-13
Accepted Time:
2020-03-04 16:43:46
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1365101 Primo Water Holdings Llc PRMW Wholesale-Groceries, General Line (5141) 300278688
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1521242 C. Jack Kilgore 101 North Cherry Street
Suite 501
Winston-Salem NC 27101
Yes No No No
Reported Non-Derivative Transactions
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 5,714 $2.30 156,548 No 4 X Direct
Common Stock Disposition 2020-02-13 852 $15.44 155,696 No 4 S Direct
Common Stock Acquisiton 2020-03-02 4,118 $0.00 159,814 No 4 A Direct
Common Stock Disposition 2020-03-02 159,814 $0.00 0 No 4 D Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 X Direct
No 4 S Direct
No 4 A Direct
No 4 D Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrant (right to buy) Disposition 2020-02-13 5,714 $0.00 5,714 $2.30
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2012-04-30 2020-04-30 No 4 X Direct
Footnotes
  1. Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock.
  2. Represents an award of Common Stock made in connection with the transactions contemplated by 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") in compensation for services rendered by the reporting person as a director of the issuer for the period between the issuer's 2019 Annual Meeting of Stockholders and March 2, 2020. The number of shares issued was determined in accordance with the issuer's Amended and Restated Non-Employee Director Compensation Policy.
  3. Disposed of pursuant to 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.