| 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 |
| |||||||||||||||
| 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 Holdings LLC [ PRMW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 02/13/2020 | X | 1,774 | A | $9.6 | 1,900,734 | D | |||
| Common Stock | 02/13/2020 | S | 1,104(1) | D | $15.44 | 1,899,630 | D | |||
| Common Stock | 02/13/2020 | X | 28,571 | A | $2.3 | 1,928,201 | D | |||
| Common Stock | 02/13/2020 | S | 4,257(1) | D | $15.44 | 1,923,944 | D | |||
| Common Stock | 03/02/2020 | M | 349,057(2) | A | $0.00 | 2,273,001 | D | |||
| Common Stock | 03/02/2020 | M | 159,040(3) | A | $0.00 | 2,432,041 | D | |||
| Common Stock | 03/02/2020 | D | 508,097(4) | D | $14 | 1,923,944 | D | |||
| Common Stock | 03/02/2020 | M | 3,000(5) | A | $0.00 | 1,926,944 | D | |||
| Common Stock | 03/02/2020 | M | 6,000(5) | A | $0.00 | 1,932,944 | D | |||
| Common Stock | 03/02/2020 | M | 9,000(5) | A | $0.00 | 1,941,944 | D | |||
| Common Stock | 03/02/2020 | F | 7,080(6) | D | $14.88 | 1,934,864 | D | |||
| Common Stock | 03/02/2020 | D | 1,934,864 | D | (7) | 0 | D | |||
| Common Stock | 03/02/2020 | D | 8,032 | D | (7) | 0 | I | See Footnote(8) | ||
| Common Stock | 03/02/2020 | D | 4,791 | D | (7) | 0 | I | See Footnote(9) | ||
| Common Stock | 03/02/2020 | D | 4,791 | D | (7) | 0 | I | See Footnote(10) | ||
| Common Stock | 03/02/2020 | D | 23,957 | D | (7) | 0 | I | See Footnote(11) | ||
| Common Stock | 03/02/2020 | D | 23,957 | D | (7) | 0 | I | See Footnote(12) | ||
| Common Stock | 03/02/2020 | D | 4,791 | D | (7) | 0 | I | See Footnote(13) | ||
| Common Stock | 03/02/2020 | D | 4,791 | D | (7) | 0 | I | See Footnote(14) | ||
| 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 | 02/13/2020 | X | 1,774 | 12/30/2010 | 12/30/2020 | Common Stock | 1,774 | $0.00 | 0 | D | ||||
| Warrant (right to buy) | $2.3 | 02/13/2020 | X | 28,571 | 04/30/2012 | 04/30/2020 | Common Stock | 28,571 | $0.00 | 0 | D | ||||
| Deferred Stock Units | (15) | 03/02/2020 | M | 349,057 | (16) | (16) | Common Stock | 349,057 | $0.00 | 0 | D | ||||
| Deferred Stock Units | (15) | 03/02/2020 | M | 159,040 | (16) | (16) | Common Stock | 159,040 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (17) | 03/02/2020 | M | 3,000 | (18) | (18) | Common Stock | 3,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (17) | 03/02/2020 | M | 6,000 | (19) | (19) | Common Stock | 6,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (17) | 03/02/2020 | M | 9,000 | (20) | (20) | Common Stock | 9,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock. |
| 2. Represents shares of Common Stock otherwise issuable in connection with the settlement of 349,057 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row. |
| 3. Represents shares of Common Stock otherwise issuable in connection with the settlement of 159,040 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row. |
| 4. Represents the cash settlement of the shares of Common Stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4). |
| 5. Represents shares of Common Stock received upon the acceleration and vesting in full and settlement into shares of Common Stock of a restricted stock unit award prior to the closing of the transactions contemplated by the Merger Agreement (as defined in this Form 4). |
| 6. Represents shares of common stock withheld by the Company in order to pay taxes upon the vesting of the restricted stock unit awards set forth above. No open-market transactions were conducted by the reporting person in connection with this withholding. |
| 7. 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. |
| 8. Held by Mr. Prim's spouse. |
| 9. Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee. |
| 10. Held by BD Prim, LLC of which Mr. Prim is the sole manager. |
| 11. Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee. |
| 12. Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee. |
| 13. Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee. |
| 14. Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee. |
| 15. 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. |
| 16. Represents deferred stock units settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4. |
| 17. Each restricted stock unit represents a contingent right to receive one share of common stock. |
| 18. Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning March 20, 2018. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. |
| 19. Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning March 9, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. |
| 20. Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning March 8, 2020. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. |
| Remarks: |
| /s/ Billy D. Prim by Michael H. Hutson, attorney-in-fact | 03/04/2020 | |
| ** 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. | ||
