Chief Legal Officer/Secretary Poe Marni Morgan returned 356,846 shares to the company, closing all direct ownership in the company (SEC Form 4)
$PRMW
Beverages (Production/Distribution)
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp /CN/ [ PRMW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 11/08/2024 | D | 356,846 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $9.25 | 11/08/2024 | D | 37,064 | (2) | 02/25/2025 | Common Shares | 37,064 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $11.22 | 11/08/2024 | D | 73,844 | (2) | 02/19/2026 | Common Shares | 73,844 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $16.99 | 11/08/2024 | D | 57,947 | (2) | 08/11/2026 | Common Shares | 57,947 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $10.4 | 11/08/2024 | D | 62,013 | (2) | 12/06/2026 | Common Shares | 62,013 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $17.5 | 11/08/2024 | D | 52,515 | (2) | 12/07/2027 | Common Shares | 52,515 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $14.68 | 11/08/2024 | D | 65,298 | (2) | 12/11/2028 | Common Shares | 65,298 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $13.67 | 11/08/2024 | D | 76,979 | (2) | 12/11/2029 | Common Shares | 76,979 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $15.84 | 11/08/2024 | D | 55,147 | (2) | 12/09/2030 | Common Shares | 55,147 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. The reported securities include 41,140 shares underlying time-based restricted share units ("RSUs") that have not yet vested. Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024, (as amended, the "Arrangement Agreement"), by and among the Issuer, Triton Water Parent, Inc. ("BlueTriton"), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton ("Primo Brands Corporation" formerly referred to as "NewCo"), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of Primo Brands Corporation and 1000922661 Ontario Inc., a wholly-owned subsidiary of Primo Brands Corporation, the reported securities were disposed of in exchange for shares or RSUs, as the case may be, of Primo Brands Corporation Class A common stock at an exchange ratio of 1:1. |
| 2. Pursuant to the Arrangement Agreement, the reported stock options were disposed of in exchange for stock options to purchase Class A common shares of Primo Brands Corporation on the same terms and conditions of the Reporting Person's existing option grant award. |
| Remarks: |
| /s/ Marni Morgan Poe | 11/12/2024 | |
| ** 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 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. | ||