Richard A Brenner Form 4 Primo Water / RICHARD A BRENNER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRENNER RICHARD A

(Last) (First) (Middle)

101 NORTH CHERRY STREET

SUITE 501

(Street)

WINSTON-SALEM NC 27101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primo Water Holdings LLC [ PRMW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020

4. If Amendment, Date of 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

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 Stock	02/14/2020		X		71	A	$9.6	71	I	See Footnote(1)
Common Stock	02/14/2020		S		45(2)	D	$15.31	26	I	See Footnote(1)
Common Stock	02/14/2020		X		71	A	$9.6	71	I	See Footnote(3)
Common Stock	02/14/2020		S		45(2)	D	$15.31	26	I	See Footnote(3)
Common Stock	02/14/2020		X		142	A	$9.6	174,322	D
Common Stock	02/14/2020		S		90(2)	D	$15.31	174,232	D
Common Stock	03/02/2020		A		4,118(4)	A	$0.00	178,350	D
Common Stock	03/02/2020		D		178,350	D	(5)	0	D
Common Stock	03/02/2020		D		26	D	(5)	0	I	See Footnote(1)
Common Stock	03/02/2020		D		26	D	(5)	0	I	See Footnote(3)

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 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: 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
Warrant (right to buy)	$9.6	02/14/2020		X			71	12/30/2010	12/30/2020	Common Stock	71	$0.00	0	I	See Footnote(1)
Warrant (right to buy)	$9.6	02/14/2020		X			71	12/30/2010	12/30/2020	Common Stock	71	$0.00	0	I	See Footnote(3)
Warrant (right to buy)	$9.6	02/14/2020		X			142	12/30/2010	12/30/2020	Common Stock	142	$0.00	0	D

Explanation of Responses:

1. Held by ALB-3 Trust, of which the reporting person is a trustee.

2. Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock.

3. Held by ALB-5 Trust, of which the reporting person is a trustee.

4. Represents an award of Common Stock made in connection with the transactions contemplated by 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") in compensation for services rendered by the reporting person as a director of the issuer for the period between the issuer's 2019 Annual Meeting of Stockholders and March 2, 2020. The number of shares issued was determined in accordance with the issuer's Amended and Restated Non-Employee Director Compensation Policy.

5. Disposed of pursuant to 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.

Remarks:

	/s/ Richard A. Brenner by Michael H. Hutson, attorney-in-fact	03/04/2020
	** Signature of Reporting Person	Date
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