Marni Morgan Poe Form 3 Primo Brands / Marni Morgan Poe ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Poe Marni Morgan

(Last) (First) (Middle)

1150 ASSEMBLY DRIVE, SUITE 800

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2024

3. Issuer Name and Ticker or Trading Symbol
Primo Brands Corp [ PRMB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Gen. Counsel & Corp. Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	356,846(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	11/08/2024	02/25/2025	Class A Common Stock	37,064	9.25	D
Stock Option (right to buy)	11/08/2024	02/19/2026	Class A Common Stock	73,844	11.22	D
Stock Option (right to buy)	11/08/2024	08/11/2026	Class A Common Stock	57,947	16.99	D
Stock Option (right to buy)	11/08/2024	12/06/2026	Class A Common Stock	62,013	10.4	D
Stock Option (right to buy)	11/08/2024	12/07/2027	Class A Common Stock	52,515	17.5	D
Stock Option (right to buy)	11/08/2024	12/11/2028	Class A Common Stock	65,298	14.68	D
Stock Option (right to buy)	11/08/2024	12/11/2029	Class A Common Stock	76,979	13.67	D
Stock Option (right to buy)	11/08/2024	12/09/2030	Class A Common Stock	55,147	15.84	D

Explanation of Responses:

1. The reported securities include 41,140 shares of underlying time-based restricted share units that have not yet vested.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Marni Morgan Poe	11/13/2024
	** 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 5 (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.