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Filing Details

Accession Number:: 0001209191-20-016154
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-04 16:47:23
Reporting Period:: 2020-02-10

Accepted Time:: 2020-03-04 16:47:23
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
1230730	A Charles Norris	101 North Cherry Street Suite 501 Winston-Salem NC 27101		Yes	No	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	2020-02-10	275,170	$11.88	287,843	No	4	X	Direct
Common Stock	Disposition	2020-02-10	212,526	$15.38	75,317	No	4	S	Direct
Common Stock	Acquisiton	2020-03-02	4,118	$0.00	79,435	No	4	A	Direct
Common Stock	Disposition	2020-03-02	79,435	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2020-03-02	158,714	$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	A	Direct
No	4	D	Direct
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	2020-02-10	275,170	$0.00	275,170	$11.88

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2021-12-12	No	4	X	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 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.
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.
Held by the Charles A. Norris & Margaret T. Norris TR UA 18-Jun-02 Norris Trust, of which Mr. Norris is a co-trustee.
The warrants vest and become exercisable as follows: one-third of the warrants will vest on each of June 12, 2017, September 12, 2017 and December 12, 2017.