X0203 3 2010-11-04 0 0001365101 Primo Water Corp PRMW 0001025664 WARNOCK DAVID L 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM NC 27104 1 0 1 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001317017 Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001365552 Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211913 JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET,SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 Common Stock 5749 D Series A Preferred Stock Common Stock 2880300 I See Footnote Series C Preferred Stock Common Stock 800084 I See Footnote Series A Preferred Stock Common Stock 119700 I See Footnote Series C Preferred Stock Common Stock 33250 I See Footnote Stock Option (right to buy) 13.04 2016-05-08 Common Stock 1150 D Stock Option (right to buy) 13.04 2017-01-25 Common Stock 1150 D Common Stock Warrant (right to buy) 13.04 2006-04-28 2016-04-28 Common Stock 73698 I See Footnote Common Stock Warrant (right to buy) 13.04 2006-04-28 2016-04-28 Common Stock 3063 I See Footnote Common Stock Warrant (right to buy) 20.66 2007-12-14 2017-12-14 Common Stock 7667 I See Footnote Common Stock Warrant (right to buy) 20.66 2007-12-14 2017-12-14 Common Stock 319 I See Footnote Common Stock Warrant (right to buy) 2009-12-30 2019-12-30 Common Stock 9542 I See Footnote Common Stock Warrant (right to buy) 2009-12-30 2019-12-30 Common Stock 397 I See Footnote Common Stock Warrant (right to buy) 2010-10-05 2020-10-05 Common Stock 3181 I See Footnote Common Stock Warrant (right to buy) 2010-10-05 2020-10-05 Common Stock 132 I See Footnote Mr. Warnock is a director of the Issuer. Pursuant to an agreement with his employer, Camden Partners Holdings, LLC ("Holdings"), which provides management services to Fund III and Fund III-A, all securities and other benefits to which Mr. Warnock becomes entitled by virtue of his service as a director are received by Mr. Warnock for the benefit of Holdings. The Series A Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.0958 and has no expiration date. The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III. CPSM, CPS III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. The Series C Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.184 and has no expiration date. The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III-A. CPSM, CPS III, Fund III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. All of these options are fully vested and exercisable. The exercise price of these warrants is $13.04 or, after an initial public offering of the Issuer resulting in aggregate proceeds to the Issuer of an amount greater than $30.0 million, 80% of the initial public offering price per share. This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley (collectively,the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Mr. Warnock is a director of the Issuer. /s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 2010-11-04 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-11-04 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-11-04 /s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-11-04 /s/ By Donald W. Hughes, Managing Member 2010-11-04 /s/ Donald W. Hughes 2010-11-04 /s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston 2010-11-04 /s/ Donald W. Hughes, Attorney-in-Fact for Richard W. Berkeley 2010-11-04