Statement of Changes in Beneficial Ownership (4)
March 22 2017 - 5:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
PRIM BILLY D
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2. Issuer Name
and
Ticker or Trading Symbol
Primo Water Corp
[
PRMW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, CEO and President
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(Last)
(First)
(Middle)
101 NORTH CHERRY STREET, SUITE 501
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2017
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(Street)
WINSTON-SALEM, NC 27101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/10/2017
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F
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1839
(1)
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D
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$14.33
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2354253
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D
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Common Stock
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3/20/2017
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A
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2549
(2)
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A
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$0.00
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2356802
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D
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Common Stock
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3/20/2017
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F
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875
(3)
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D
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$14.03
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2355927
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D
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Common Stock
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8032
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I
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See Footnote
(4)
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Common Stock
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4791
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I
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See Footnote
(5)
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Common Stock
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4791
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I
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See Footnote
(6)
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Common Stock
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23957
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I
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See Footnote
(7)
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Common Stock
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23957
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I
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See Footnote
(8)
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Common Stock
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4791
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I
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See Footnote
(9)
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Common Stock
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4791
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I
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See Footnote
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(11)
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3/20/2017
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A
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9000
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(12)
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(12)
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Common Stock
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9000
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$0.00
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9000
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D
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Deferred Stock Units
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(13)
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3/20/2017
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A
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414725
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(14)
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(14)
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Common Stock
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414725
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$0.00
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414725
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D
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Explanation of Responses:
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(
1)
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Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 10, 2017.
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(
2)
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These restricted stock units may only be settled in stock and vest immediately.
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(
3)
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Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 20, 2017.
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(
4)
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Held by Mr. Prim's spouse.
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(
5)
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Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
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(
6)
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Held by BD Prim, LLC of which Mr. Prim is the sole manager.
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(
7)
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Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
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(
8)
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Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
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(
9)
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Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
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(
10)
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Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
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(
11)
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Each restricted stock unit represents a contingent right to receive one share of common stock.
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(
12)
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These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020.
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(
13)
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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.
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(
14)
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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 equal annual installments in January of each of 2018, 2019, 2020, 2021 and 2022.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PRIM BILLY D
101 NORTH CHERRY STREET
SUITE 501
WINSTON-SALEM, NC 27101
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X
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Chairman, CEO and President
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Signatures
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/s/ David J. Mills by power of attorney for Billy D. Prim
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3/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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