SEC FORM 4

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^*

Hass David W.

(Last)

(First)

(Middle)

101 NORTH CHERRY STREET, SUITE 501

(Street)

WINSTON-SALEM

27101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [ PRMW ]

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

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

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2017		A	V	643⁽¹⁾	A	$10.44	80,888	D
Common Stock	01/10/2018		M		29,095⁽²⁾	A	$0.00	109,983	D
Common Stock	01/10/2018		M		16,620⁽²⁾	A	$0.00	126,603	D
Common Stock	01/10/2018		F		20,472⁽³⁾	D	$0.00	106,131	D
Common Stock								4,750	I	See Footnote⁽⁴⁾
Common Stock								16,401	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽⁶⁾	01/10/2018		M			29,095	⁽⁷⁾	⁽⁷⁾	Common Stock	29,095	$0.00	87,286	D
Deferred Stock Units	⁽⁶⁾	01/10/2018		M			16,620	⁽⁸⁾	⁽⁸⁾	Common Stock	16,620	$0.00	49,860	D

Explanation of Responses:

1. These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Represents shares of common stock received upon vesting of deferred stock units on January 10, 2018.

3. Shares withheld to satisfy tax withholding requirements on the vesting of deferred stock units on January 10, 2018.

4. 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.

5. Held by David W. Hass Living Trust, of which David Hass is a trustee.

6. 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.

7. 29,095 deferred stock units were delivered on January 10, 2018. The remaining 87,286 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.

8. 16,620 deferred stock units were delivered on January 10, 2018. The remaining 49,860 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.

Remarks:

	/s/ David J. Mills by power of attorney for David W. Hass	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).
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