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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2017 | 3. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) |
Common Stock | 80,245 | D | |
Common Stock | 16,401 | I | See Footnote(1) |
Common Stock | 3,750 | I | See Footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | (3) | 08/15/2021 | Common Stock | 15,000 | 4.66 | D | |
Stock Option (right to buy) | (4) | 05/11/2022 | Common Stock | 10,000 | 1.39 | D | |
Stock Option (right to buy) | (5) | 11/12/2022 | Common Stock | 20,000 | 1.07 | D | |
Stock Option (right to buy) | (6) | 03/14/2024 | Common Stock | 15,000 | 3.43 | D | |
Stock Option (right to buy) | (7) | 05/05/2025 | Common Stock | 15,000 | 5.33 | D | |
Restricted Stock Units | (8) | (8) | Common Stock | 5,000 | (9) | D | |
Restricted Stock Units | (10) | (10) | Common Stock | 4,000 | (9) | D | |
Deferred Stock Units | (11) | (11) | Common Stock | 116,381 | (12) | D | |
Deferred Stock Units | (13) | (13) | Common Stock | 66,480 | (12) | D |
Explanation of Responses: |
1. Held by David W. Hass Living Trust, of which David Hass is a trustee. |
2. These shares of common stock are owned by HB Capital LLC, of which David Hass is a member. Mr. Hass may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. Mr. Hass disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein. |
3. These stock options vested in equal annual installments on August 15 of each of 2012, 2013 and 2014. |
4. These stock options vested in equal annual installments on May 11 of each of 2013, 2014 and 2015. |
5. These stock options vested in equal annual installments on November 12 of each of 2013, 2014 and 2015. |
6. These stock options vested in equal annual installments on March 14 of each of 2015, 2016 and 2017. |
7. These stock options vest in equal annual installments on May 5 of each of 2016, 2017 and 2018. |
8. These restricted stock units vest in equal annual installments on March 11 of 2018 and 2019. |
9. Each restricted stock unit represents a contingent right to receive one share of common stock. |
10. These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020. |
11. Represents deferred stock units granted on March 11, 2016 in connection with the achievement of the first adjusted EBITDA target under the Primo Water Corporation Amended and Restated Value Creation Plan. These deferred stock units are to be delivered in equal annual installments in January of each of 2018, 2019, 2020 and 2021. |
12. 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. |
13. Represents deferred stock units granted on March 20, 2017 in connection with the achievement of the second adjusted EBITDA target under the Primo Water Corporation Amended and Restated Value Creation Plan. These deferred stock units are to be delivered in equal annual installments in January of each of 2018, 2019, 2020 and 2021. |
Remarks: |
/s/ David W. Hass | 05/22/2017 | |
** 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. |