FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mills David J 		2. Issuer Name and Ticker or Trading Symbol

Primo Water Corp [ PRMW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President Finance
(Last)          (First)          (Middle)

101 NORTH CHERRY STREET, SUITE 501 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2017
(Street)

WINSTON-SALEM, NC 27101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/10/2017     F    1144   (1) D $14.33   31283   D    
Common Stock   3/20/2017     A    463   (2) A $0.00   31746   D    
Common Stock   3/20/2017     F    159   (3) D $14.03   31587   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (4) 3/20/2017     A      4000         (5)   (5) Common Stock   4000   $0.00   4000   D    
Deferred Stock Units     (6) 3/20/2017     A      69120         (7)   (7) Common Stock   69120   $0.00   69120   D    

Explanation of Responses:
( 1)  Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 10, 2017.
( 2)  These restricted stock units may only be settled in stock and vest immediately.
( 3)  Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 20, 2017.
( 4)  Each restricted stock unit represents a contingent right to receive one share of common stock.
( 5)  These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020.
( 6)  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.
( 7)  Represents deferred stock units granted on March 20, 2017 in connection with the achievement of the second adjusted EBITDA target under the Primo Water Corporation Amended and Restated Value Creation Plan. These deferred stock units are to be delivered in January 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mills David J
101 NORTH CHERRY STREET
SUITE 501
WINSTON-SALEM, NC 27101

Vice President Finance

Signatures
/s/ David J. Mills 3/22/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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