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