0001209191-20-016162.txt : 20200304
0001209191-20-016162.hdr.sgml : 20200304
20200304164917
ACCESSION NUMBER: 0001209191-20-016162
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200213
FILED AS OF DATE: 20200304
DATE AS OF CHANGE: 20200304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PRIM BILLY D
CENTRAL INDEX KEY: 0001078296
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34850
FILM NUMBER: 20687927
MAIL ADDRESS:
STREET 1: 101 NORTH CHERRY STREET
STREET 2: SUITE 501
CITY: WINSTON SALEM
STATE: NC
ZIP: 27101
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
2020-02-13
1
0001365101
Primo Water Holdings LLC
PRMW
0001078296
PRIM BILLY D
101 NORTH CHERRY STREET
SUITE 501
WINSTON-SALEM
NC
27101
1
1
0
0
Interim CEO; Exec. Chairman
Common Stock
2020-02-13
4
X
0
1774
9.60
A
1900734
D
Common Stock
2020-02-13
4
S
0
1104
15.44
D
1899630
D
Common Stock
2020-02-13
4
X
0
28571
2.30
A
1928201
D
Common Stock
2020-02-13
4
S
0
4257
15.44
D
1923944
D
Common Stock
2020-03-02
4
M
0
349057
0.00
A
2273001
D
Common Stock
2020-03-02
4
M
0
159040
0.00
A
2432041
D
Common Stock
2020-03-02
4
D
0
508097
14.00
D
1923944
D
Common Stock
2020-03-02
4
M
0
3000
0.00
A
1926944
D
Common Stock
2020-03-02
4
M
0
6000
0.00
A
1932944
D
Common Stock
2020-03-02
4
M
0
9000
0.00
A
1941944
D
Common Stock
2020-03-02
4
F
0
7080
14.88
D
1934864
D
Common Stock
2020-03-02
4
D
0
1934864
D
0
D
Common Stock
2020-03-02
4
D
0
8032
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
4791
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
4791
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
23957
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
23957
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
4791
D
0
I
See Footnote
Common Stock
2020-03-02
4
D
0
4791
D
0
I
See Footnote
Warrant (right to buy)
9.60
2020-02-13
4
X
0
1774
0.00
D
2010-12-30
2020-12-30
Common Stock
1774
0
D
Warrant (right to buy)
2.30
2020-02-13
4
X
0
28571
0.00
D
2012-04-30
2020-04-30
Common Stock
28571
0
D
Deferred Stock Units
2020-03-02
4
M
0
349057
0.00
D
Common Stock
349057
0
D
Deferred Stock Units
2020-03-02
4
M
0
159040
0.00
D
Common Stock
159040
0
D
Restricted Stock Units
2020-03-02
4
M
0
3000
0.00
D
Common Stock
3000
0
D
Restricted Stock Units
2020-03-02
4
M
0
6000
0.00
D
Common Stock
6000
0
D
Restricted Stock Units
2020-03-02
4
M
0
9000
0.00
D
Common Stock
9000
0
D
Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock.
Represents shares of Common Stock otherwise issuable in connection with the settlement of 349,057 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
Represents shares of Common Stock otherwise issuable in connection with the settlement of 159,040 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
Represents the cash settlement of the shares of Common Stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4).
Represents shares of Common Stock received upon the acceleration and vesting in full and settlement into shares of Common Stock of a restricted stock unit award prior to the closing of the transactions contemplated by the Merger Agreement (as defined in this Form 4).
Represents shares of common stock withheld by the Company in order to pay taxes upon the vesting of the restricted stock unit awards set forth above. No open-market transactions were conducted by the reporting person in connection with this withholding.
Disposed of pursuant to 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"), 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.
Held by Mr. Prim's spouse.
Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
Held by BD Prim, LLC of which Mr. Prim is the sole manager.
Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
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.
Represents deferred stock units settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4.
Each restricted stock unit represents a contingent right to receive one share of common stock.
Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning March 20, 2018. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning March 9, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning March 8, 2020. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
/s/ Billy D. Prim by Michael H. Hutson, attorney-in-fact
2020-03-04