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CUSIP No. 74165N105
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13G
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Page 7 of 10 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount beneficially owned:
Akre Capital Management, LLC 1,679,313
Charles T. Akre, Jr. 1,679,313
Braddock Partners Offshore, L.P. 1,679,313
Braddock Partners, L.P. 0
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(b)
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Percent of class:
Akre Capital Management, LLC 5.79%
Charles T. Akre, Jr. 5.79%
Braddock Partners Offshore, L.P. 5.79%
Braddock Partners, L.P. 0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
Akre Capital Management, LLC 0
Charles T. Akre, Jr. 0
Braddock Partners Offshore, L.P. 0
Braddock Partners, L.P. 0
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(ii)
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Shared power to vote or to direct the vote
Akre Capital Management, LLC 1,679,313
Charles T. Akre, Jr. 1,679,313
Braddock Partners Offshore, L.P. 1,679,313
Braddock Partners, L.P. 0
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(iii)
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Sole power to dispose or to direct the disposition of
Akre Capital Management, LLC 0
Charles T. Akre, Jr. 0
Braddock Partners Offshore, L.P. 0
Braddock Partners, L.P. 0
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(iv)
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Shared power to dispose or to direct the disposition of
Akre Capital Management, LLC 1,679,313
Charles T. Akre, Jr. 1,679,313
Braddock Partners Offshore, L.P. 1,679,313
Braddock Partners, L.P. 0
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Instruction
. For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. ☒
Effective as of January 1, 2017, Braddock Partners,
L.P. was reorganized from a “stand-alone” investment vehicle into a “master-feeder” structure. Under this
structure, Braddock Partners, L.P. invests its assets in Braddock Partners Offshore, L.P. Following the reorganization, except
with respect to certain pre-existing private investments, Braddock Partners Offshore, L.P. makes and holds all portfolio investments.
As a result, Braddock Partners, L.P. is no longer the beneficial owner of greater than 5% of the Issuer’s outstanding shares,
and Braddock Partners Offshore, L.P. is the beneficial owner of greater than 5% of the Issuer’s outstanding shares.
Instruction
. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
All securities
reported in this Schedule 13G are owned by advisory clients of Akre Capital Management, LLC. With the exception of Braddock Partners Offshore, L.P., none of the advisory clients individually own more than 5% of the outstanding Shares
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
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CUSIP No. 74165N105
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13G
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Page 8 of 10 Pages
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Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 74165N105
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13G
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Page 9 of 10 Pages
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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.
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02/13/2017
Date
By: /s/ Charles T. Akre, Jr.
Charles T. Akre, Jr.
Managing Member
Akre Capital Management, LLC**
By: /s/ Charles T. Akre
Charles
T. Akre, Jr.**
By: /s/ Charles T. Akre, Jr.
Charles T. Akre, Jr.
Managing Member
Braddock Capital Offshore, LLC
as general partner of
Braddock Partners Offshore, L.P.**
and Braddock Partners,L.P.**
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** Each reporting person disclaims beneficial ownership in the Common Stock, except to the extent of that reporting persons
pecuniary interest therein.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G dated February 13,
2017 relating to the Common Stock, $.001 par value, of Primo Water Corporation shall be filed on behalf of Akre Capital Management,
LLC, its control person, Charles T. Akre, Jr., and Braddock Partners Offshore, L.P.
By: /s/Charles T. Akre, Jr
Charles T. Akre, Jr.
Managing Member
Akre Capital Management, LLC
By: /s/Charles T. Akre, Jr
Charles T. Akre, Jr.
.
By: /s/Charles T. Akre, Jr.
Charles T. Akre, Jr.
Managing Member
Braddock Capital Offshore, LLC
as general partner of
Braddock Partners Offshore, L.P.
and Braddock Partners, L.P.