0001209191-16-155295.txt : 20161214
0001209191-16-155295.hdr.sgml : 20161214
20161214213833
ACCESSION NUMBER: 0001209191-16-155295
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161212
FILED AS OF DATE: 20161214
DATE AS OF CHANGE: 20161214
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Primo Water Corp
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: 101 NORTH CHERRY STREET
STREET 2: SUITE 501
CITY: WINSTON-SALEM
STATE: NC
ZIP: 27101
BUSINESS PHONE: 336-331-4000
MAIL ADDRESS:
STREET 1: 101 NORTH CHERRY STREET
STREET 2: SUITE 501
CITY: WINSTON-SALEM
STATE: NC
ZIP: 27101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NORRIS CHARLES A
CENTRAL INDEX KEY: 0001230730
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34850
FILM NUMBER: 162052239
MAIL ADDRESS:
STREET 1: 481 DENSLOW AVE
CITY: LOS ANGELES
STATE: CA
ZIP: 90049
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-12-12
0
0001365101
Primo Water Corp
PRMW
0001230730
NORRIS CHARLES A
101 NORTH CHERRY STREET
SUITE 501
WINSTON-SALEM
NC
27101
1
0
0
0
Common Stock
2016-12-12
4
A
0
163274
A
163274
D
Common Stock
2016-12-12
4
A
0
274045
A
274045
I
Held in Norris Trust dtd 06/18/02
Warrant (right to buy)
11.88
2016-12-12
4
A
0
275170
0.00
A
2021-12-12
Common Stock
275170
275170
D
Mr. Norris acquired 163,274 shares of Primo Water Corporation's ("Primo") common stock in connection with the acquisition of Glacier Water Services, Inc. ("Glacier") by Primo on December 12, 2016 (the "Merger"). For each share of Glacier common stock, Mr. Norris received approximately $12.18 in cash, 0.87 of a share of Primo common stock, and a warrant to purchase 0.55 of a share of Primo common stock. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into on October 9, 2016, 115,924 of such shares of Primo common stock received by Mr. Norris were deposited into escrow and are subject to forfeiture during the one-year period ending on December 12, 2017 to satisfy claims with respect to breaches, violations or non-fulfillment of covenants or agreements by Glacier and breaches of or inaccuracies in Glacier's representations or warranties contained in the Merger Agreement.
The Charles A. Norris & Margaret T. Norris TR UA 18-Jun-02 Norris Trust (the "Trust") acquired 274,045 shares of Primo Water Corporation's ("Primo") common stock in connection with the acquisition of Glacier Water Services, Inc. ("Glacier") by Primo on December 12, 2016 (the "Merger"). For each share of Glacier common stock, the Trust received approximately $12.18 in cash, 0.87 of a share of Primo common stock, and a warrant to purchase 0.55 of a share of Primo common stock. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into on October 9, 2016, 194,572 of such shares of Primo common stock received by the Trust were deposited into escrow and are subject to forfeiture during the one-year period ending on December 12, 2017 to satisfy claims with respect to breaches, violations or non-fulfillment of covenants or agreements by Glacier and breaches of or inaccuracies in Glacier's representations or warranties contained in the Merger Agreement.
The warrants vest and become exercisable as follows: one-third of the warrants will vest on each of June 12, 2017, September 12, 2017 and December 12, 2017.
/s/ David J. Mills by power of attorney for Charles A. Norris
2016-12-14