Statement of Changes in Beneficial Ownership (4)
January 28 2020 - 5:54PM
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).
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
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1. Name and Address of Reporting Person
*
Mills David J |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial 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)
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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 | 1/24/2020 | | M | | 28982 (1) | A | $0.00 | 116312 | D | |
Common Stock | 1/24/2020 | | F | | 12075 (2) | D | $14.51 | 104237 | D | |
Common Stock | 1/28/2020 | | M | | 14375 (3) | A | $12.84 | 118612 | D | |
Common Stock | 1/28/2020 | | F | | 13192 (4) | D | $14.70 | 105420 | D | |
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) | 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 |
Deferred Stock Units | (5) | 1/24/2020 | | M | | | 28982 | (6) | (6) | Common Stock | 28982 | $0.00 | 28982 | D | |
Stock Option (right to buy) | $12.84 | 1/28/2020 | | M | | | 14375 | 1/28/2011 | 1/28/2020 | Common Stock | 14375 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Represents shares of common stock received upon the settlement of deferred stock units on January 24, 2020. |
(2) | 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. |
(3) | Represents shares of common stock received upon the exercise of a stock option award. |
(4) | Represents shares of Common Stock withheld by the Company in order to pay the exercise price of the shares acquired by the reporting person pursuant to the exercise of the applicable stock option. No open-market transactions were conducted by the reporting person in connection with this withholding to pay such exercise price. |
(5) | 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. |
(6) | 28,982 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 28,982 deferred stock units are to be settled into shares of Common Stock and delivered in January 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mills David J 101 NORTH CHERRY STREET SUITE 501 WINSTON-SALEM, NC 27101 |
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| Chief Financial Officer |
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Signatures
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/s/ David J. Mills by Michael H. Hutson, attorney-in-fact | | 1/28/2020 |
**Signature of Reporting Person | Date |
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