0001209191-20-016166.txt : 20200304 0001209191-20-016166.hdr.sgml : 20200304 20200304165050 ACCESSION NUMBER: 0001209191-20-016166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200302 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 20687943 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Primo Water Holdings LLC CENTRAL INDEX KEY: 0001365101 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 300278688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 400 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-313-1732 MAIL ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 400 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Primo Water Corp DATE OF NAME CHANGE: 20060605 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-02 1 0001365101 Primo Water Holdings LLC PRMW 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 Common Stock 2020-03-02 4 A 0 6177 0.00 A 18665 D Common Stock 2020-03-02 4 D 0 18665 D 0 D Represents an award of Common Stock made in connection with the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2020 by and among Primo Water Corporation, Cott Corporation ("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement") in compensation for services rendered by the reporting person as a director of the issuer for the period between the issuer's 2019 Annual Meeting of Stockholders and March 2, 2020. The number of shares issued was determined in accordance with the issuer's Amended and Restated Non-Employee Director Compensation Policy. Disposed of pursuant to the Merger Agreement, whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62. /s/ J. Todd Sherman, Attorney-in-Fact for David L. Warnock 2020-03-04