Primo Water Corporation

11/12/2024 | Press release | Distributed by Public on 11/12/2024 16:44

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRIM BILLY D
2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp /CN/ [PRMW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PRIMO WATER CORPORATION, 1150 ASSEMBLY DRIVE, SUITE 800 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
TAMPA, FL 33607 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Shares 11/08/2024 G 33,725 D $ 0 1,071,915 D
Common Shares 11/08/2024 G 15,887 D $ 0 0 I 2010 Irrevocable Trust fbo Anthony Gray Westmoreland(1)
Common Shares 11/08/2024 G 15,887 D $ 0 0 I 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo(2)
Common Shares 11/08/2024 D 1,071,915 D (3) 0 D
Common Shares 11/08/2024 D 3,177 D (3) 0 I 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo(4)
Common Shares 11/08/2024 D 3,177 D (3) 0 I 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PRIM BILLY D
C/O PRIMO WATER CORPORATION
1150 ASSEMBLY DRIVE, SUITE 800
TAMPA, FL 33607 		X

Signatures

/s/ Marni Morgan Poe, Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 15,887 common shares held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland (as to which he has shared voting and investment power). The shares were gifted to the beneficiary prior to the transaction described in Note 3 below.
(2) 15,887 common shares held by 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo (as to which he has shared voting and investment power). The shares were gifted to the beneficiary prior to the transaction described in Note 3 below.
(3) Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024, (as amended, the "Arrangement Agreement"), by and among the Issuer, Triton Water Parent, Inc. ("BlueTriton"), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton ("Primo Brands Corporation" formerly referred to as "NewCo"), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of Primo Brands Corporation and 1000922661 Ontario Inc., a wholly-owned subsidiary of Primo Brands Corporation, the reported securities were disposed of in exchange for shares of Primo Brands Corporation Class A common stock at an exchange ratio of 1:1.
(4) 3,177 common shares held by the 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo (as to which he has shared voting and investment power).
(5) 3,177 common shares held by the 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo (as to which he has shared voting and investment power).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.