FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Hass David W.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/11/2017 

3. Issuer Name and Ticker or Trading Symbol

Primo Water Corp [PRMW]

(Last)        (First)        (Middle)

101 NORTH CHERRY STREET, SUITE 501

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP-Strategy/Financial Planning /

(Street)

WINSTON-SALEM, NC 27101       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   80245   D    
Common Stock   16401   I   See Footnote   (1)
Common Stock   3750   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (3) 8/15/2021   Common Stock   15000   $4.66   D    
Stock Option (right to buy)     (4) 5/11/2022   Common Stock   10000   $1.39   D    
Stock Option (right to buy)     (5) 11/12/2022   Common Stock   20000   $1.07   D    
Stock Option (right to buy)     (6) 3/14/2024   Common Stock   15000   $3.43   D    
Stock Option (right to buy)     (7) 5/5/2025   Common Stock   15000   $5.33   D    
Restricted Stock Units     (8)   (8) Common Stock   5000     (9) D    
Restricted Stock Units     (10)   (10) Common Stock   4000     (9) D    
Deferred Stock Units     (11)   (11) Common Stock   116381     (12) D    
Deferred Stock Units     (13)   (13) Common Stock   66480     (12) D    

Explanation of Responses:
(1)  Held by David W. Hass Living Trust, of which David Hass is a trustee.
(2)  These shares of common stock are owned by HB Capital LLC, of which David Hass is a member. Mr. Hass may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. Mr. Hass disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.
(3)  These stock options vested in equal annual installments on August 15 of each of 2012, 2013 and 2014.
(4)  These stock options vested in equal annual installments on May 11 of each of 2013, 2014 and 2015.
(5)  These stock options vested in equal annual installments on November 12 of each of 2013, 2014 and 2015.
(6)  These stock options vested in equal annual installments on March 14 of each of 2015, 2016 and 2017.
(7)  These stock options vest in equal annual installments on May 5 of each of 2016, 2017 and 2018.
(8)  These restricted stock units vest in equal annual installments on March 11 of 2018 and 2019.
(9)  Each restricted stock unit represents a contingent right to receive one share of common stock.
(10)  These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020.
(11)  Represents deferred stock units granted on March 11, 2016 in connection with the achievement of the first 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 and 2021.
(12)  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.
(13)  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 and 2021.

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


VP-Strategy/Financial Planning

Signatures
/s/ David W. Hass 5/22/2017
** 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 5(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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