Schedule 13D

0000950123-11-006678.txt : 20110128 0000950123-11-006678.hdr.sgml : 20110128 20110128163459 ACCESSION NUMBER: 0000950123-11-006678 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 GROUP MEMBERS: 2010 IRREVOCABLE TRUST FBO ANTHONY GRAY WESTMORELAND GROUP MEMBERS: 2010 IRREVOCABLE TRUST FBO JAGER GRALYN DEAN BELLISSIMO GROUP MEMBERS: 2010 IRREVOCABLE TRUST FBO JOSEPH ALEXANDER BELLISSIMO GROUP MEMBERS: 2010 IRREVOCABLE TRUST FBO SARCANDA W. BELLISSIMO GROUP MEMBERS: BD PRIM, LLC GROUP MEMBERS: BILLY D. PRIM GROUP MEMBERS: BILLY D. PRIM REVOCABLE TRUST GROUP MEMBERS: DEBORAH W. PRIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Primo Water Corp CENTRAL INDEX KEY: 0001365101 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 300278688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85782 FILM NUMBER: 11556293 BUSINESS ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 BUSINESS PHONE: 336-331-4000 MAIL ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIM BILLY D CENTRAL INDEX KEY: 0001078296 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: WINSTON SALEM STATE: NC ZIP: 27104 SC 13D 1 c11565sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

PRIMO WATER CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74165N 10 5

(CUSIP Number)

Billy D. Prim
c/o Primo Water Corporation
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104
(336) 331-4000

with a copy to:

D. Scott Coward
K&L Gates LLP
4350 Lassiter at North Hills Avenue, Suite 300
Raleigh, North Carolina 27609
(919) 743-7328

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 18, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS BILLY D. PRIM


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			2,426,590

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,078

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,426,590

WITH		10	SHARED DISPOSITIVE POWER

			67,078

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,493,668

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS DEBORAH W. PRIM


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES

		7	SOLE VOTING POWER

NUMBER OF			9,823

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			9,823

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,823

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS BD PRIM, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,791

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			4,791

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,791

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS BILLY D. PRIM REVOCABLE TRUST


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,791

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			4,791

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,791

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS 2010 IRREVOCABLE TRUST FBO SARCANDA W. BELLISSIMO


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,957

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			23,957

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,957

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS 2010 IRREVOCABLE TRUST FBO ANTHONY GRAY WESTMORELAND


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,957

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			23,957

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,957

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS 2010 IRREVOCABLE TRUST FBO JAGER GRALYN DEAN BELLISSIMO


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,791

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			4,791

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,791

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		74165N 10 5


1	NAMES OF REPORTING PERSONS 2010 IRREVOCABLE TRUST FBO JOSEPH ALEXANDER BELLISSIMO


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	NORTH CAROLINA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,791

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			4,791

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,791

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Item 1. Security and Issuer.

This Schedule 13D relates to the Common Stock, $0.001 par value, of Primo Water Corporation , a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104.

Item 2. Identity and Background.

This Schedule 13D is being filed on behalf of (i) Billy D. Prim, (ii) Deborah W. Prim, (iii) BD Prim, LLC, (iv) Billy D. Prim Revocable Trust, (v) 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo, (vi) 2010 Irrevocable Trust fbo Anthony Gray Westmoreland, (vii) 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo, and (viii) 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo (together, the “Reporting Persons”).

Billy D. Prim is married to Deborah W. Prim, is the sole manager under the operating agreement of BD Prim, LLC and is the sole trustee of each of Billy D. Prim Revocable Trust, 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo, 2010 Irrevocable Trust fbo Anthony Gray Westmoreland, 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo, and 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo. Certain information with respect to the Reporting Persons follows:

A. Billy D. Prim

Mr. Prim’s principal business address is 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. Mr. Prim’s present principal occupation is serving as Chairman, Chief Executive Officer, President and director of the Company. During the last five years, Mr. Prim has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Prim has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Prim is a citizen of the United States.

B. Deborah W. Prim

Mrs. Prim’s principal business address is c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. Mrs. Prim’s principal occupation is as an employee of Primier, LLC. Primier, LLC’s principal business is investment management and its principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, Mrs. Prim has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mrs. Prim has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Prim is a citizen of the United States.

C. BD Prim, LLC

BD Prim, LLC is a North Carolina limited liability company. BD Prim, LLC’s principal business is investment management. BD Prim, LLC’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, BD Prim, LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, BD Prim, LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

D. Billy D. Prim Revocable Trust

Billy D. Prim Revocable Trust is a trust formed under the laws of the state of North Carolina. Billy D. Prim Revocable Trust’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, Billy D. Prim Revocable Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Billy D. Prim Revocable Trust has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

E. 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo

2010 Irrevocable Trust fbo Sarcanda W. Bellissimo is a trust formed under the laws of the state of North Carolina. 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

F. 2010 Irrevocable Trust fbo Anthony Gray Westmoreland

2010 Irrevocable Trust fbo Anthony Gray Westmoreland is a trust formed under the laws of the state of North Carolina. 2010 Irrevocable Trust fbo Anthony Gray Westmoreland’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, 2010 Irrevocable Trust fbo Anthony Gray Westmoreland has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, 2010 Irrevocable Trust fbo Anthony Gray Westmoreland has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

G. 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo

2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo is a trust formed under the laws of the state of North Carolina. 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, 2010 Irrevocable Trust fbo Jager Graylyn Dean Bellissimo has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

H. 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo

2010 Irrevocable Trust fbo Joseph Alexander Bellissimo is a trust formed under the laws of the state of North Carolina. 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo’s principal business address and principal office address are c/o Primo Water Corporation, 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104. During the last five years, 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

With the exception of the transaction described below, the Reporting Persons acquired their shares with personal funds and, in the case of Mr. Prim, in connection with compensation arrangements. On January 18, 2011, Mr. Prim acquired 323,874 shares of Common Stock and warrants to purchase 4,218 shares of Common Stock following the default of the obligor under a bona fide loan with respect to which such shares and warrants were previously pledged to Mr. Prim as collateral. Mr. Prim received these shares and warrants in full satisfaction of the amounts owed to Mr. Prim with respect to such loan by the third-party obligor.

Item 4. Purpose of Transaction.

The Reporting Persons acquired their shares for investment purposes and, in the case of Mr. Prim, in connection with compensation arrangements.

The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives, compensatory arrangements and other facts and conditions.

Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Company;

(f) Any other material change in the Company’s business or corporate structure;

(g) Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)&(b) Amount and Nature of Beneficial Ownership Reported.

The Reporting Persons collectively have beneficial ownership of an aggregate of 2,503,491 shares of the Company’s Common Stock. Such shares represent 13.0% of the Company’s outstanding Common Stock based on 19,123,884 shares of the Company’s Common Stock outstanding as of January 18, 2011, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act. The shares of Common Stock beneficially owned by the Reporting Persons are held as follows:

(i) Billy D. Prim beneficially owns 2,493,668 shares of Common Stock consisting of:

(A) 2,237,056 shares of Common Stock held directly (95,831 of which are pledged as security) (as to which he has sole voting and dispositive power);

(B) 146,889 shares of Common Stock issuable upon the exercise of warrants held directly that are presently exercisable (as to which he has sole voting and dispositive power);

(C) 42,645 shares of Common Stock issuable upon the exercise of stock options held directly that are presently exercisable or become exercisable within the next 60 days (as to which he has sole voting and dispositive power);

(D) 4,791 shares of Common Stock held by BD Prim, LLC (as to which he has shared voting and dispositive power);

(E) 4,791 shares held by the Billy D. Prim Revocable Trust (as to which he has shared voting and dispositive power);

(F) 23,957 shares of Common Stock held by 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo (as to which he has shared voting and dispositive power);

(G) 23,957 shares of Common Stock held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland (as to which he has shared voting and dispositive power);

(H) 4,791 shares of Common Stock held by the 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo (as to which he has shared voting and dispositive power); and

(I) 4,791 shares of Common Stock held by the 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo (as to which he has shared voting and dispositive power).

Such shares represent 12.9% of the Company’s outstanding Common Stock.

(ii) Deborah W. Prim beneficially owns 9,823 shares of Common Stock consisting of:

(A) 8,032 shares of Common Stock held directly (as to which she has sole voting and dispositive power); and

(B) 1,791 shares of Common Stock issuable upon the exercise of warrants held directly that are presently exercisable (as to which she has sole voting and dispositive power).

Such shares represent 0.05% of the Company’s outstanding Common Stock.

(iii) BD Prim, LLC holds and has voting and dispositive power with respect to 4,791 shares of Common Stock. Mr. Prim owns all of the outstanding equity interests in and is the sole manager of BD Prim, LLC and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.0% of the Company’s outstanding Common Stock.

(iv) Billy D. Prim Revocable Trust holds and has voting and dispositive power with respect to 4,791 shares of Common Stock. Mr. Prim is the sole trustee of Billy D. Prim Revocable Trust and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.0% of the Company’s outstanding Common Stock.

(v) 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo holds and has voting and dispositive power with respect to 23,957 shares of Common Stock. Mr. Prim is the sole trustee of 2010 Irrevocable Trust fbo Sarcanda W. Bellissimo and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.1% of the Company’s outstanding Common Stock.

(vi) 2010 Irrevocable Trust fbo Anthony Gray Westmoreland holds and has voting and dispositive power with respect to 23,957 shares of Common Stock. Mr. Prim is the sole trustee of 2010 Irrevocable Trust fbo Anthony Gray Westmoreland and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.1% of the Company’s outstanding Common Stock.

(vii) 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo holds and has voting and dispositive power with respect to 4,791 shares of Common Stock. Mr. Prim is the sole trustee of 2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.0% of the Company’s outstanding Common Stock.

(vii) 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo holds and has voting and dispositive power with respect to 4,791 shares of Common Stock. Mr. Prim is the sole trustee of 2010 Irrevocable Trust fbo Joseph Alexander Bellissimo and, as a result, Mr. Prim may be deemed to have shared voting and dispositive power with regard to such shares. Such shares represent 0.0% of the Company’s outstanding Common Stock.

On January 18, 2011, Mr. Prim acquired 323,874 shares of Common Stock and warrants to purchase 4,218 shares of Common Stock following the default of the obligor under a bona fide loan with respect to which such shares and warrants were previously pledged to Mr. Prim as collateral. Mr. Prim received these shares and warrants in full satisfaction of the amounts owed to Mr. Prim with respect to such loan by the third-party obligor.

(d) Certain Rights to Receive Dividends or Direct Sale Proceeds.

N/A

(e) Ownership of Five Percent or Less of Class.

N/A

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Prim and Mrs. Prim each entered into customary lock-up agreements with Thomas Weisel Partners, LLC, an affiliate of Stifel, Nicolaus & Company, the representative of the underwriters in the Company’s recent initial public offering, pursuant to which they agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock until May 4, 2011 without the prior written consent of Thomas Weisel Partners LLC. The lock-up period is subject to extension in the event the Company issues an earnings release or makes a material news announcement within certain specified periods before or after the expiration of the 180-day lock-up period. Mr. Prim’s lock-up agreement covers all shares of which Mr. Prim has beneficial ownership within the rules and regulations of the SEC, including the shares held by BD Prim, LLC and each of the trusts described in Item 5(a)&(b) above.

As described in Item 5(a)&(b) above, Mr. Prim holds warrants to purchase 146,889 shares of Common Stock, all of which are currently exercisable. Warrants to purchase 136,371 shares of Common Stock were issued pursuant to a warrant agreement in the form attached as Exhibit 10.43 to the Company’s Registration Statement on S-1 (Registration No. 333-165452). Warrants to purchase 4,910 shares of Common Stock were issued pursuant to a warrant agreement in the form attached as Exhibit 10.44 to the Company’s Registration Statement on S-1 (Registration No. 333-165452). Such forms of warrant agreements are filed as Exhibits 1 and 2 hereto and are incorporated by reference herein. Warrants to purchase a total of 5,608 shares of Common Stock were issued pursuant to warrant agreements in the form attached as Exhibit 3 hereto.

As described in Item 5(a)&(b) above, Deborah W. Prim holds warrants to purchase 1,791 shares of Common Stock, all of which are currently exercisable. The form of warrant agreement entered between Mrs. Prim and the Company was filed as Exhibit 10.43 to the Company’s Registration Statement on S-1 (Registration No. 333-165452), as amended, filed with the SEC and available on EDGAR and is filed as Exhibit 1 hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.


		Incorporated By
Exhibit	Name	Reference To

Exhibit 1	Form of Amended and Restated Series B Common Stock Purchase Warrant	Exhibit 10.43 to the Company’s Amendment No. 7 to Registration Statement on Form S-1 filed on October 5, 2010

Exhibit 2	Form of Amended and Restated Series C Common Stock Purchase Warrant	Exhibit 10.44 to the Company’s Amendment No. 7 to Registration Statement on Form S-1 filed on October 5, 2010

Exhibit 3	Form of Common Stock Purchase Warrant	Filed Herewith

Exhibit 4	Joint Filing Agreement	Filed Herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2011



	/s/ Billy D. Prim
	Billy D. Prim


	/s/ Deborah W. Prim
	Deborah W. Prim


	BD Prim, LLC
	By:	/s/ Billy D. Prim
		Billy D. Prim, Manager


	Billy D. Prim Revocable Trust
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Sarcanda W. Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Anthony Gray Westmoreland
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Joseph Alexander Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee

EX-99.3 2 c11565exv99w3.htm EXHIBIT 3 Exhibit 3

Exhibit 3

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


Dated: , 2010		Shares

		Certificate No. W-

PRIMO WATER CORPORATION
COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES THAT for value received, subject to the terms and conditions set forth herein, , or its/his/her permitted assigns (the “Holder”), is entitled to purchase up to shares of Common Stock (the “Common Stock”) of Primo Water Corporation, a Delaware corporation (the “Company”), at a purchase price per share as set forth in Section 1.b. (as adjusted from time to time as herein provided, the “Purchase Price”) upon presentation of this Warrant and payment of the Purchase Price for the shares of Common Stock purchased at the principal office of the Company or at such other place as shall have been designated by the Company. The number of shares of Common Stock which are purchasable hereunder, as adjusted pursuant to the provisions below, is hereinafter referred to as the “Warrant Shares.” This Warrant is being issued to the Holder in connection with, and as a condition to, a loan made by the Holder to the Company, evidenced by that certain Subordinated Convertible Promissory Note dated as of the date hereof made by the Company in favor of the Holder (the “Note”).

This Warrant is subject to the following provisions:

1. Exercise of Warrant; Purchase Price.

a. This Warrant may be exercised, in whole or in part, at the Holder’s election, at any time prior to , 2020. The Holder may exercise this Warrant by delivery to the Company of a written notice of such exercise and the tender to the Company of the Purchase Price for the Warrant Shares purchasable pursuant to such exercise of this Warrant. In case of an exercise to purchase less than all Warrant Shares purchasable hereunder, the Company shall cancel this Warrant and shall execute and deliver a new warrant of like tenor for the balance of the shares which may be purchased hereunder.

b. The Purchase Price per share of Common Stock issuable upon exercise of this Warrant shall be equal to either (i) if a Qualified Public Offering (as defined below) has occurred as of the time of exercise, then eighty-percent (80%) of the purchase price per share of Common Stock in the Qualified Public Offering, or (ii) if no Qualified Public Offering has occurred as of the time of exercise, then One and 25/100 Dollars ($1.25) per share of Common Stock (as adjusted from time to time as herein provided). As used herein, “Qualified Public Offering” means the closing of an initial public offering of shares of Common Stock resulting in aggregate proceeds to the Company of an amount greater than Thirty Million Dollars ($30,000,000).

c. At any time prior to, or in connection with, an initial public offering of shares of Common Stock, the Holder shall have the right to pay all or a portion of the aggregate Purchase Price by making a “Cashless Exercise” pursuant to this Section 1.c., in which case the portion of the Purchase Price to be so paid shall be paid by reducing the number of shares of Common Stock otherwise issuable pursuant to the exercise of this Warrant by an amount equal to (i) the aggregate Purchase Price to be so paid divided by (ii) the fair market value per share of Common Stock as determined by the Board of Directors of the Company in good faith as of the business day immediately preceding the date of exercise of such Warrant. The number of shares of Common Stock to be issued to the Holder as a result of a Cashless Exercise will therefore be (x) the number of shares of Common Stock to be purchased, minus (y) the number of shares of Common Stock with respect to which the Purchase Price is being paid by Cashless Exercise pursuant to this Section 1.c.

2. Compliance with Securities Laws. The Holder of this Warrant, by its/his/her acceptance hereof, represents and acknowledges that this Warrant is acquired for the Holder’s own account for investment purposes only and that this Warrant and the Warrant Shares issuable upon exercise hereof, respectively, have not been registered under the Securities Act of 1933, as amended. Accordingly, any transfer of this Warrant and such Warrant Shares shall be subject to legal restrictions. The Holder agrees that it/he/she will not offer for sale or sell, assign or pledge, or otherwise dispose of (except through exercise) this Warrant or any Warrant Shares issued to the Holder pursuant to exercise hereof, except in accordance with applicable securities laws.

3. Shares of Common Stock in Reserve. The Company agrees at all times to reserve a sufficient number of authorized but unissued shares of Common Stock for the purposes of the exercise of this Warrant, and to take such action as may be necessary to ensure that all Warrant Shares issued upon exercise of this Warrant will be duly and validly authorized and issued and fully paid and nonassessable.

4. No Voting or Dividend Rights: This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company, and no dividend or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Warrant Shares which may be purchased hereunder until and unless, and except to the extent that, this Warrant shall be exercised.

5. Adjustment of Purchase Price and Number of Shares. The following adjustments to the Purchase Price shall apply (1) upon and after a Qualified Public Offering, to the Purchase Price established pursuant to Section 1.b.(i), and (2) prior to a Qualified Public Offering, to the Purchase Price established pursuant to Section 1.b.(ii).

a. The Purchase Price hereof shall be subject to adjustment from time to time. In case the Company shall (i) pay a dividend on its Common Stock in Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 5.a. (a) shall become effective retroactively immediately after the record date in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein.

b. Upon each adjustment of the Purchase Price pursuant to Subsection 5.a., the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant, (ii) by the Purchase Price in effect prior to such adjustment, and (iii) dividing the product so obtained by the new Purchase Price. For avoidance of doubt, the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted in the same manner as provided in this Subsection 5.b. in connection with any change in the Purchase Price from the Purchase Price established pursuant to Section 1.b.(ii) to the Purchase Price established pursuant to Section 1.b.(i) upon a Qualified Public Offering.

c. In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or reclassification upon the terms and conditions specified in this Warrant, for the number of shares of stock or other securities which the Common Stock issuable (at the time of such capital reorganization or reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock of the Company for the purposes of this Subsection 5.c.

d. Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in accordance with Subsection 5.a. and shall prepare a certificate signed by its chief financial officer setting forth the adjusted Purchase Price and showing in reasonable detail the method of such adjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Holder.

e. The form of this Warrant need not be changed because of any change in the Purchase Price pursuant to this Section 5, and any Warrant issued after such change may state the same Purchase Price and the same number of shares of Common Stock as are stated in this Warrant as initially issued. The Company, however, may at any time in its sole discretion (which shall be conclusive) make any change in the form of this Warrant that it may deem appropriate and that does not affect the substance thereof. Any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

6. Replacement Warrant for Lost Certificate: Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and reimbursement to the Company of all reasonable expenses incidental thereto (and upon surrender and cancellation of this Warrant if mutilated), the Company will execute and deliver a new warrant of like tenor, in lieu of this Warrant.

7. Assignability and Binding Effect: This Warrant shall be binding upon and inure to the benefit of any and all successors and assigns of the Holder and the Company; provided, however, that no Assignment (as defined below) may be made by the Holder except for an Assignment to an Approved Party (as defined below). Any Assignment made without first complying with the provisions of this Section 7 shall be void and of no legal effect.

8. Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the prior written consent of the Holder.

9. Entire Agreement. This Warrant (together with the Note) supersedes any and all other understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and constitutes the only agreement between the parties with respect to such subject matter.

10. Definitions. As used herein:

a. “Affiliates” means with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person. For the purposes of this definition, “control” (including correlative meanings, such as the terms “controlling” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly, indirectly or beneficially, of either: (i) fifty-one (51%) equity ownership; or (ii) the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

b. “Approved Party” means: (i) Affiliates; (ii) parents (including step-parents and adoptive parents) and children (including step-children, adopted children and children of the half-blood); (iii) partners or retired partners of a partnership, or members or retired members in a limited liability company; or (iv) Persons to whom an Assignment is made with the prior written approval of the Company. The Company’s approval shall not be unreasonably withheld, provided that, it may refuse such approval if the proposed assignee is reasonably believed by the Company to be a competitor of the Company.

c. “Assignment” means any sale, assignment, gift, pledge, encumbrance or other transfer or disposition of this Warrant;

d. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

11. Governing Law. THIS WARRANT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

[THE NEXT PAGE IS THE SIGNATURE PAGE]

IN WITNESS WHEREOF, the Company has executed this Warrant under seal effective as of the date first above written.


	COMPANY: PRIMO WATER CORPORATION
	By:
	Its:

Acknowledged and accepted:




By:
Its:

EX-99.4 3 c11565exv99w4.htm EXHIBIT 4 Exhibit 4

Exhibit 4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(l) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Common Stock, $0.001 par value, of Primo Water Corporation beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 28th day of January, 2011.



	/s/ Billy D. Prim
	Billy D. Prim



	/s/ Deborah W. Prim
	Deborah W. Prim


	BD Prim, LLC
	By:	/s/ Billy D. Prim
		Billy D. Prim, Manager


	Billy D. Prim Revocable Trust
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Sarcanda W. Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Anthony Gray Westmoreland
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Jager Grayln Dean Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee


	2010 Irrevocable Trust fbo Joseph Alexander Bellissimo
	By:	/s/ Billy D. Prim
		Billy D. Prim, Trustee