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