Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* Cauthen Michael	2. Issuer Name and Ticker or Trading Symbol Primo Water Holdings LLC [ PRMW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President Finance
(Last) (First) (Middle) 101 NORTH CHERRY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 3/2/2020
(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	2/10/2020		A	V	71 ⁽¹⁾	A	$11.23	28185	D
Common Stock	3/2/2020		D		28185	D	⁽²⁾	0	D

*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)
Restricted Stock Units	⁽³⁾	3/2/2020		D			1000	⁽⁴⁾	⁽⁴⁾	Common Stock	1000	$0.00	0	D
Restricted Stock Units	⁽³⁾	3/2/2020		D			2000	⁽⁵⁾	⁽⁵⁾	Common Stock	2000	$0.00	0	D
Restricted Stock Units	⁽³⁾	3/2/2020		D			2666	⁽⁶⁾	⁽⁶⁾	Common Stock	2666	$0.00	0	D
Restricted Stock Units	⁽³⁾	3/2/2020		D			4000	⁽⁷⁾	⁽⁷⁾	Common Stock	4000	$0.00	0	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)	Disposed of pursuant to the Agreement and Plan of Merger, dated January 13, 2020 by and among Primo Water Corporation, Cott Corporation("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement"), whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62.
(3)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(4)	Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning on March 20, 2018. As of the date of the merger, 1,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 1,022 shares of Cott common stock, which are scheduled to vest on March 20, 2020.
(5)	Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning on January 15, 2019. As of the date of the merger, 2,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,045 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on January 15, 2021.
(6)	Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning on March 9, 2019. As of the date of the merger, 2,666 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,727 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on March 9, 2020.
(7)	Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning on March 8, 2020. As of the date of the merger, all 4,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 4,091 shares of Cott common stock, which are scheduled to vest in three equal annual installments beginning on March 8, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cauthen Michael 101 NORTH CHERRY STREET WINSTON SALEM, NC 27101			Vice President Finance