11/12/2024 | Press release | Distributed by Public on 11/12/2024 16:42
FORM 4
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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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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) |
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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rietbroek Robbert 1150 ASSEMBLY DRIVE SUITE 800 TAMPA, FL 33607 |
X | Chief Executive Officer |
/s/ Marni Morgan Poe, as Attorney-in-fact | 11/12/2024 |
**Signature of Reporting Person | Date |
* | 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) | The reported consist of include 300,332 shares underlying time-based restricted share units ("RSUs") that have not yet vested. 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 RSUs of Primo Brands Corporation Class A common stock at an exchange ratio of 1:1. |