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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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/10/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/10/2018 | M | 174,528(1) | A | $0.00 | 1,530,455 | D | |||
Common Stock | 01/10/2018 | M | 79,519(1) | A | $0.00 | 1,609,974 | D | |||
Common Stock | 01/10/2018 | F | 117,693(2) | D | $0.00 | 1,492,281 | D | |||
Common Stock | 8,032 | I | See Footnote(3) | |||||||
Common Stock | 4,791 | I | See Footnote(4) | |||||||
Common Stock | 4,791 | I | See Footnote(5) | |||||||
Common Stock | 23,957 | I | See Footnote(6) | |||||||
Common Stock | 23,957 | I | See Footnote(7) | |||||||
Common Stock | 4,791 | I | See Footnote(8) | |||||||
Common Stock | 4,791 | I | See Footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Deferred Stock Units | (10) | 01/10/2018 | M | 174,528 | (11) | (11) | Common Stock | 174,528 | $0.00 | 698,114 | D | ||||
Deferred Stock Units | (10) | 01/10/2018 | M | 79,519 | (12) | (12) | Common Stock | 79,519 | $0.00 | 318,080 | D |
Explanation of Responses: |
1. Represents shares of common stock received upon vesting of deferred stock units on January 10, 2018. |
2. Shares withheld to satisfy tax withholding requirements on the vesting of deferred stock units on January 10, 2018. |
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. 174,528 deferred stock units were delivered on January 10, 2018. The remaining 698,114 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020, 2021 and 2022. |
12. 79,519 deferred stock units were delivered on January 10, 2018. The remaining 318,080 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020, 2021 and 2022. |
Remarks: |
/s/ David J. Mills by power of attorney for Billy D. Prim | 01/12/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |