0000898432-11-000790.txt : 20110622 0000898432-11-000790.hdr.sgml : 20110622 20110622160635 ACCESSION NUMBER: 0000898432-11-000790 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110622 DATE AS OF CHANGE: 20110622 GROUP MEMBERS: ALYDAR CAPITAL, LLC GROUP MEMBERS: ALYDAR FUND LIMITED GROUP MEMBERS: ALYDAR FUND, L.P. GROUP MEMBERS: ALYDAR QP FUND, L.P. GROUP MEMBERS: ALYSHEBA FUND LIMITED GROUP MEMBERS: ALYSHEBA FUND, L.P. GROUP MEMBERS: ALYSHEBA QP FUND, L.P. GROUP MEMBERS: ALYSUN FUND LIMITED GROUP MEMBERS: ALYSUN FUND, L.P. GROUP MEMBERS: ALYSUN QP FUND, L.P. GROUP MEMBERS: JOHN A. MURPHY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALYDAR PARTNERS LLC CENTRAL INDEX KEY: 0001279895 IRS NUMBER: 161640417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176463500 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85782 FILM NUMBER: 11925721 BUSINESS ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 BUSINESS PHONE: 336-331-4000 MAIL ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 SC 13G 1 sc13g.htm sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

(Amendment No.  )*
 
Primo Water Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
74165N105
(CUSIP Number)
 
June 17, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[     ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[     ] Rule 13d-1(d)
 
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 
 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alydar Capital, LLC
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 0
6. Shared Voting Power: 579,541
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 579,541
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 579,541
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  2.48%
12. Type of Reporting Person (See Instructions)  IA

 
 

 
 
 
CUSIP No. 74165N105
1. Names of Reporting Person: Alydar Partners, LLC
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 0
6. Shared Voting Power: 1,606,778
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,606,778
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,606,778
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  6.88%
12. Type of Reporting Person (See Instructions)  IA
 

 
 

 

 
CUSIP No.   74165N105
1. Names of Reporting Person John A. Murphy
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 0
6. Shared Voting Power: 1,606,778
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,606,778
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,606,778
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  6.88%
12. Type of Reporting Person (See Instructions)  IN

 
 
 

 

 
CUSIP No.  74165N105
1. Names of Reporting Person Alydar Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  28,161
6. Shared Voting Power:  0
7. Sole Dispositive Power:  28,161
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 28,161
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9) 0.12%
12. Type of Reporting Person (See Instructions)  PN

 
 
 

 

 
CUSIP No.  74165N105
1. Names of Reporting Person Alydar QP Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  285,323
6. Shared Voting Power:  0
7. Sole Dispositive Power:  285,323
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 285,323
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  1.22%
12. Type of Reporting Person (See Instructions)  PN

 
 

 
 
 
CUSIP No. 74165N105
1. Names of Reporting Person Alysheba Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 3,518
6. Shared Voting Power:  0
7. Sole Dispositive Power: 3,518
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 3,518
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  0.02%
12. Type of Reporting Person (See Instructions)  PN

 
 

 
 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alysheba QP Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  95,197
6. Shared Voting Power:  0
7. Sole Dispositive Power:  95,197
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 95,197
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  0.41%
12. Type of Reporting Person (See Instructions)  PN

 
 
 

 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alysun Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  21,021
6. Shared Voting Power:  0
7. Sole Dispositive Power:  21,021
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person.21,021
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  0.09%
12. Type of Reporting Person (See Instructions)  PN

 

 
 

 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alysun QP Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  146,321
6. Shared Voting Power:  0
7. Sole Dispositive Power:  146,321
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 146,321
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  0.63%
12. Type of Reporting Person (See Instructions)  PN

 

 
 

 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alydar Fund Limited
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  686,755
6. Shared Voting Power:  0
7. Sole Dispositive Power: 686,755
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 686,755
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)   2.94%
12. Type of Reporting Person (See Instructions)  OO
 

 
 

 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alysheba Fund Limited
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  301,285
6. Shared Voting Power:  0
7. Sole Dispositive Power: 301,285
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 301,285
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)  1.29%
12. Type of Reporting Person (See Instructions)  OO

 

 
 

 
 
CUSIP No.  74165N105
1. Names of Reporting Person Alysun Fund Limited
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power:  39,197
6. Shared Voting Power:  0
7. Sole Dispositive Power: 39,197
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 39,197
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
11. Percent of Class Represented by Amount in Row (9)   0.17%
12. Type of Reporting Person (See Instructions)  OO

 
 
 

 
 
Item 1.
 
(a) Name of Issuer: Primo Water Corporation
 
(b) Address of Issuer’s Principal Executive Offices: 104 Cambridge Plaza Drive, Winston-Salem, NC  27104
 
Item 2.
 
(a) Name of Person Filing: John A. Murphy, an individual, is managing member of Alydar Capital, LLC and Alydar Partners, LLC, both Delaware limited liability companies.  Alydar Capital, LLC is the general partner of Alydar Fund, L.P., Alydar QP Fund, L.P., Alysheba Fund, L.P., Alysheba QP Fund, L.P., Alysun Fund, L.P. and Alysun QP Fund, L.P.  Alydar Partners, LLC is the investment manager of Alydar Fund, L.P., Alydar QP Fund, L.P., Alysheba Fund, L.P., Alysheba QP Fund, L.P., Alysun Fund, L.P., Alysun QP Fund, L.P., Alydar Fund Limited, Alysun Fund Limited and Alysheba Fund Limited.1
 
(b) Address of Principal Business Office or, if none, Residence: 222 Berkeley Street, 17th Floor, Boston, Massachusetts 02116
 
(c) Citizenship:  Delaware
 
(d) Title of Class of Securities: Common Stock
 
(e) CUSIP Number: 74165N105
 
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
 
(a)  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 


1 John A. Murphy disclaims beneficial ownership of the securities.

 
 

 

Item 4.                        Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) Amount beneficially owned:
 
Alydar Capital, LLC:  579,541 shares
 
Alydar Partners, LLC: 1,606,778 shares
 
Alydar Fund, L.P.: 28,161 shares
 
Alydar QP Fund, L.P.: 285,323 shares
 
Alysheba Fund, L.P.: 3,518 shares
 
Alysheba QP Fund, L.P.:  95,197 shares
 
Alysun Fund, L.P.:  21,021 shares
 
Alysun QP Fund, L.P.:  146,321 shares
 
Alydar Fund Limited:  686,755 shares
 
Alysheba Fund Limited: 301,285 shares
 
Alysun Fund Limited: 39,197 shares
 
John A. Murphy2:  1,606,778 shares
 
(b) Percent of class: 6.88%
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote. 0
 
(ii) Shared power to vote or to direct the vote. 1,606,778
 
(iii) Sole power to dispose or to direct the disposition of. 0
 
(iv) Shared power to dispose or to direct the disposition of. 1,606,778
 
Item 5.                        Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   N/A
 
Item 6.                        Ownership of More than Five Percent on Behalf of Another Person.  N/A
 
Item 7.                        Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A
 
Item 8.                        Identification and Classification of Members of the Group N/A
 
Item 9.                        Notice of Dissolution of Group N/A
 


2 John A. Murphy disclaims beneficial ownership in the securities.

 
 

 

Item 10. Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date: June 22, 2011
 
 
ALYDAR CAPITAL, LLC
 
 /s/ Paul J. Pitts___________________________________________
By:   Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
 
ALYDAR PARTNERS, LLC
 
 /s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
 
ALYDAR FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
_/s/ Paul J. Pitts__________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYDAR QP FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
/s/ Paul J. Pitts__________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYSHEBA FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYSHEBA QP FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
 
 
 

 
 

 
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYSUN FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYSUN QP FUND, L.P.
 
By:  ALYDAR CAPITAL, LLC, its General Partner
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Manager
 
ALYDAR FUND LIMITED
 
/s/ Paul J. Pitts__________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Director
 
ALYSHEBA FUND LIMITED
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Director
 
ALYSUN FUND LIMITED
 
/s/ Paul J. Pitts___________________________________________
By:  Paul J. Pitts, Attorney-in-Fact for John A. Murphy, its Director