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 ^* PRIM BILLY D	2. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Interim CEO; Exec. Chairman
(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	1/24/2020		M		174529 ⁽¹⁾	A	$0.00	1846226	D
Common Stock	1/24/2020		M		79520 ⁽¹⁾	A	$0.00	1925746	D
Common Stock	1/24/2020		F		93402 ⁽²⁾	D	$14.51	1832344	D
Common Stock								8032	I	See Footnote ⁽³⁾
Common Stock								4791	I	See Footnote ⁽⁴⁾
Common Stock								4791	I	See Footnote ⁽⁵⁾
Common Stock								23957	I	See Footnote ⁽⁶⁾
Common Stock								23957	I	See Footnote ⁽⁷⁾
Common Stock								4791	I	See Footnote ⁽⁸⁾
Common Stock								4791	I	See Footnote ⁽⁹⁾

*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	⁽¹⁰⁾	1/24/2020		M			174529	⁽¹¹⁾	⁽¹¹⁾	Common Stock	174529	$0.00	349057	D
Deferred Stock Units	⁽¹⁰⁾	1/24/2020		M			79520	⁽¹²⁾	⁽¹²⁾	Common Stock	79520	$0.00	159040	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)	Held by Mr. Prim's spouse.
(4)	Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
(5)	Held by BD Prim, LLC of which Mr. Prim is the sole manager.
(6)	Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
(7)	Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
(8)	Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
(9)	Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
(10)	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.
(11)	174,529 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 349,057 deferred stock units are to be settled into shares of Common Stock in equal annual installments in January of each of 2021 and 2022.
(12)	79,520 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 159,040 deferred stock units are to be settled into shares of Common Stock in equal annual installments in January of each of 2021 and 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PRIM BILLY D 101 NORTH CHERRY STREET SUITE 501 WINSTON-SALEM, NC 27101	X		Interim CEO; Exec. Chairman