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