Primo Brands Form 3 Primo Brands / Scott Spielvogel 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^*

ORCP III DE TopCo GP, LLC

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK NY 10111

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	154,105,789(1)	I	See Footnote(2)

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
Class B Common Stock	(3)	(3)	Class A Common Stock	64,512,579(1)	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

ORCP III DE TopCo GP, LLC

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK NY 10111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Triton Water Parent Holdings, LP

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK NY 10111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spielvogel Scott

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK NY 10111

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024 (the "Merger Agreement") by and among Primo Water Corporation ("Primo Water"), Triton Water Parent, Inc. ("BlueTriton"), the Issuer (f/k/a Triton US HoldCo, Inc.), and the other parties thereto, Primo Water and BlueTriton were merged with and into wholly owned subsidiaries of the Issuer, and each issued and outstanding common share of Primo Water and share of common stock of BlueTriton was converted into the Issuer's Class A Common Stock or Class B Common Stock according to the terms of the Merger Agreement.

2. The securities reported herein are held of record by Triton Water Parent Holdings, LP ("Triton Parent"). ORCP III DE TopCo GP, LLC ("ORC III") is the general partner of Triton Parent. Scott Spielvogel and Tony W. Lee are the managing members of ORC III and share voting and investment discretion with respect to the securities held of record by Triton Parent. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by Triton Parent. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

3. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis, provided that a holder may not convert the Class B Common Stock into shares of Class A Common Stock to the extent that, after giving effect to such conversion, any person or group, or any of their respective affiliates, would beneficially own in excess of 49.0% of the outstanding Class A Common Stock. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock upon the earlier of (a) the occurrence of certain conditions in connection with the senior notes issued by Primo Water Holdings, Inc. or (b) 11:59 P.M. Eastern Time on April 30, 2029, as described in the Issuer's amended and restated certificate of incorporation.

Remarks:

Tony W. Lee is filing a separate Form 3 and Form 4 with respect to the securities reported herein.

	ORCP III DE TopCo GP, LLC, By: /s/ Tony W. Lee, Managing Member	11/13/2024
	Triton Water Parent Holdings, LP, By: /s/ Tony W. Lee, Authorized Person	11/13/2024
	/s/ Scott Spielvogel	11/13/2024
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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