Amended Statement of Beneficial Ownership (sc 13d/a)
May 10 2019 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Primo Water Corp.
(Name
of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
74165N105
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(310) 729-8588
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 8, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Legion Partners, L.P. I
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,810,252
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,810,252
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,810,252
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.20%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Legion Partners, L.P. II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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143,430
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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143,430
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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143,430
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Legion Partners Special Opportunities, L.P. IX
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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134,887
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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134,887
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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134,887
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Legion Partners, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
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REPORTING
|
|
|
|
|
3,088,569
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PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
|
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- 0 -
|
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10
|
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
|
|
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|
|
3,088,569
|
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11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,569
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
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|
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|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
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7.91%
|
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|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Legion Partners Asset Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
|
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Delaware
|
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|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
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|
SHARES
|
|
|
|
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|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
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|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,088,569
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,569
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,569
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.91%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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IA
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1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
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|
Legion Partners Holdings, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,088,769
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.91%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher S. Kiper
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,088,769
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.91%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond White
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,088,769
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,088,769
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.91%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”).
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item
3 is hereby amended and restated in its entirety as follows:
The Shares
purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special IX, and Legion Partners Holdings were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.
The aggregate
purchase price of the 2,810,252 Shares owned directly by Legion Partners I is approximately $34,999,396, including brokerage
commissions. The aggregate purchase price
of the 143,430 Shares owned directly by Legion Partners II is approximately $1,832,151, including brokerage commissions. The
aggregate purchase price of the 134,887 Shares owned directly by Legion Partners Special IX is approximately $1,815,391,
including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Legion Partners Holdings is approximately $2,741, including brokerage commissions.
|
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5
is hereby amended and restated in its entirety as follows:
(a) The
percentage of Shares reported owned by each person named herein is based upon 39,050,029 Shares outstanding as of
May 3, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on May 9, 2019.
|
|
(a)
|
As of the close of business on May 10, 2019, Legion Partners I beneficially owned 2,810,252
Shares.
|
Percentage: Approximately
7.20%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,810,252
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,810,252
|
|
|
(c)
|
The transactions in the Shares by Legion Partners I in the last 60 days are set forth
in Schedule A
and are
incorporated herein by reference.
|
|
|
(a)
|
As of the close of business on May 10, 2019, Legion Partners II beneficially owned 143,430
Shares.
|
Percentage: Less than
1.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 143,430
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 143,430
|
|
|
(c)
|
The transactions in the Shares by Legion Partners II in the last 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
C.
|
Legion Partners Special IX
|
|
|
(a)
|
As of the close of business on May 10, 2019, Legion Partners Special IX beneficially
owned 134,887 Shares.
|
Percentage: Less than 1.0%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 134,887
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 134,887
|
|
|
(c)
|
Legion Partners IX has not entered into any transactions in the last 60 days.
|
|
|
(a)
|
As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners
Special IX, Legion Partners, LLC may be deemed the beneficial owner of the (i) 2,810,252 Shares owned by Legion Partners I,
(ii) 143,430 Shares owned by Legion Partners II, and (iii) 134,887 Shares owned by Legion Partners Special IX.
|
Percentage: Approximately
7.91%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,088,569
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,088,569
|
|
|
(c)
|
Legion Partners, LLC has not entered into any transactions in the last 60 days. The
transactions in
the Shares
by each of Legion Partners I and Legion Partners II in the last 60 days are set forth
in Schedule A and are incorporated herein by reference.
|
|
|
E.
|
Legion Partners Asset Management
|
|
|
(a)
|
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners
Special IX, Legion Partners, LLC may be deemed the beneficial owner of the (i) 2,810,252 Shares owned by Legion Partners I,
(ii) 143,430 Shares owned by Legion Partners II, and (iii) 134,887 Shares owned by Legion Partners Special IX.
|
Percentage: Approximately
7.91%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,088,569
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,088,569
|
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the last 60 days. The
transactions in
the Shares
by each of Legion Partners I and Legion Partners II in the last 60 days are set forth
in Schedule A and are incorporated herein by reference.
|
|
|
F.
|
Legion Partners Holdings
|
|
|
(a)
|
As of the close of business on May 10, 2019, Legion Partners Holdings beneficially owned 200 Shares. Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member
of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 2,810,252 Shares owned by Legion Partners I,
(ii) 143,430 Shares owned by Legion Partners II, and (iii) 134,887 Shares owned by Legion Partners Special IX.
|
Percentage: Approximately
7.91%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,088,769
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,088,769
|
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the last 60 days. The
transactions in
the Shares
by each of Legion Partners I and Legion Partners II in the last 60 days are set forth
in Schedule A and are incorporated herein by reference.
|
|
|
G.
|
Messrs. Kiper and White
|
|
|
(a)
|
Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and
a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 2,810,252 Shares owned by Legion Partners I,
(ii) 143,430 Shares owned by Legion Partners II, (iii) 134,887 Shares owned by Legion Partners Special IX, and (iv) 200 Shares owned by Legion Partners Holdings
|
Percentage: Approximately
7.91%
|
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,088,769
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,088,769
|
|
|
(c)
|
None of Messrs. Kiper or White has entered into any transactions in the last 60 days.
The transactions
in the
Shares by each of Legion Partners I and Legion Partners II in the last 60 days
are set forth
in Schedule A and are incorporated herein by reference.
|
The filing
of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting
Person, except to the extent of their pecuniary interest therein.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 is
hereby amended and restated in its entirety as follows:
On May 10, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of Statements on Schedule 13D with respect to the securities of the Issuer, to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended and restated in its entirety as follows:
|
|
99.1
|
Group Agreement by and among Legion Partners, L.P. I, a Delaware limited partnership, Legion
Partners, L.P. II, a Delaware limited partnership, Legion Partners Special Opportunities, L.P. IX, a Delaware limited
partnership, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Asset Management, LLC, a Delaware
limited liability company, Legion Partners Holdings, LLC, a Delaware limited liability company, Christopher S. Kiper, and
Raymond White, dated May 10, 2019.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 10, 2019
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
Legion Partners Special Opportunities, L.P. IX
|
|
|
By:
|
Legion Partners Asset Management, LLC Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
By:
|
Legion Partners Holdings, LLC
Managing Member
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Member
|
|
|
Legion Partners Asset Management, LLC
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
Legion Partners Holdings, LLC
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Member
|
|
|
/s/ Christopher S. Kiper
|
|
|
Christopher S. Kiper
|
|
|
/s/ Raymond White
|
|
|
Raymond White
|
SCHEDULE A
Purchases in the Shares in the last 60 days
|
Nature of Transaction
|
Date of
Purchase/Sale
|
Securities
Purchased/(Sold)
|
Price ($)
|
Legion
Partners, L.P. I
|
Purchase of Common Stock
|
05/08/2019
|
358,498
|
12.8426
|
|
Purchase of Common Stock
|
05/09/2019
|
31,340
|
12.3662
|
Legion
Partners, L.P. II
|
Purchase of Common Stock
|
05/09/2019
|
160
|
12.3662
|
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the
Shares of Common Stock, $0.001 par value per share, of Primo Water Corp. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: May 10, 2019
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
Legion Partners Special Opportunities, L.P. IX
|
|
|
By:
|
Legion Partners Asset Management, LLC Investment Advisor
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
By:
|
Legion Partners Holdings, LLC
Managing Member
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Member
|
|
|
Legion Partners Asset Management, LLC
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Director
|
|
|
Legion Partners Holdings, LLC
|
|
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
|
Title:
|
Managing Member
|
|
|
/s/ Christopher S. Kiper
|
|
|
Christopher S. Kiper
|
|
|
/s/ Raymond White
|
|
|
Raymond White
|
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