Statement of Changes in Beneficial Ownership (4)

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 ^* Hass David W.	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) Chief Strategy Officer
(Last) (First) (Middle) 101 NORTH CHERRY STREET, SUITE 501	3. Date of Earliest Transaction (MM/DD/YYYY) 1/24/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2019		A	V	536 ⁽¹⁾	A	$9.55	145892	D
Common Stock	1/24/2020		M		29095 ⁽²⁾	A	$0.00	174987	D
Common Stock	1/24/2020		M		16620 ⁽²⁾	A	$0.00	191607	D
Common Stock	1/24/2020		F		19170 ⁽³⁾	D	$14.51	172437	D
Common Stock								17901	I	See Footnote ⁽⁴⁾
Common Stock								5250	I	See Footnote ⁽⁵⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽⁶⁾	1/24/2020		M			29095	⁽⁷⁾	⁽⁷⁾	Common Stock	29095	$0.00	29096	D
Deferred Stock Units	⁽⁶⁾	1/24/2020		M			16620	⁽⁸⁾	⁽⁸⁾	Common Stock	16620	$0.00	16620	D

Explanation of Responses:
(1)	These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
(2)	Represents shares of common stock received upon the settlement of deferred stock units on January 24, 2020.
(3)	Represents shares of common stock withheld by the Company in order to pay taxes upon the settlement of deferred stock units on January 24, 2020. No open-market transactions were conducted by the reporting person in connection with this withholding.
(4)	Held by David W. Hass Living Trust, of which David Hass is a trustee.
(5)	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.
(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)	29,095 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 29,096 deferred stock units are to be settled into shares of Common Stock and delivered in January 2021.
(8)	16,620 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 16,620 deferred stock units are to be settled into shares of Common Stock and delivered in January 2021.

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