SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PRIM BILLY D

(Last)

(First)

(Middle)

104 CAMBRIDGE PLAZA DRIVE

(Street)

WINSTON-SALEM

27104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [ PRMW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2010		C		114,998	A	⁽¹⁾	1,369,104	D
Common Stock	11/10/2010		C		102,470	A	⁽²⁾	1,471,574	D
Common Stock	11/10/2010		J		239,108	A	⁽³⁾	1,710,682	D
Series B Preferred	11/10/2010		J		5,164,846	D	⁽³⁾	0	D
Common Stock	11/10/2010		A		12,500	A	⁽⁴⁾	1,723,182	D
Common Stock	11/10/2010		P		190,000⁽⁵⁾	A	$12	1,913,182	D
Common Stock	11/10/2010		J		3,241	A	⁽⁶⁾	8,032	I	See Footnote⁽⁷⁾
Series B Preferred Stock	11/10/2010		J		70,000	D	⁽⁶⁾	0	I	See Footnote⁽⁷⁾
Common Stock	11/10/2010		C		4,791	A	⁽¹⁾	4,791	I	See Footnote⁽⁸⁾
Common Stock								4,791	I	See Footnote⁽⁹⁾
Common Stock								23,957	I	See Footnote⁽¹⁰⁾
Common Stock								23,957	I	See Footnote⁽¹¹⁾
Common Stock								4,791	I	See Footnote⁽¹²⁾
Common Stock								4,791	I	See Footnote⁽¹³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/10/2010		C			1,200,000	⁽¹⁾	⁽¹⁾	Common Stock	114,998⁽¹⁾	$0	0	D
Series C Preferred Stock	⁽²⁾	11/10/2010		C			512,363	⁽²⁾	⁽²⁾	Common Stock	102,470⁽²⁾	$0	0	D
Series A Preferred Stock	⁽¹⁾	11/10/2010		C			50,000	⁽¹⁾	⁽¹⁾	Common Stock	4,791⁽¹⁾	$0	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The Series A Preferred Stock converted into the Issuer's common stock at a ratio of approximately 1:0.0958 upon the Issuer's initial public offering on November 10, 2010.

2. The Series C Preferred Stock converted into the Issuer's common stock at a ratio of approximately 1:0.2000 upon the Issuer's initial public offering on November 10, 2010.

3. Upon the initial public offering of the Issuer, its board of directors elected to convert 50% of the Issuer's Series B Preferred Stock into common stock at a ratio of approximately 1:0.0926 and redeem the remaining 50% of the Issuer's Series B Preferred Stock. In connection therewith, the 5,164,845 shares of Series B Preferred Stock held by Mr. Prim converted into 239,108 shares of common stock.

4. Represents a grant of restricted stock to Mr. Prim with a value of $150,000 based on the Issuer's initial public offering price of $12.00 per share awarded by the Issuer's board of directors for Mr. Prim's personal guarantee of certain Issuer indebtedness.

5. As disclosed in the Issuer's Registration Statement on Form S-1 (File No. 333-165452), Mr. Prim purchased shares of common stock from the underwriters in the initial public offering at $12.00 per share with the after-tax cash proceeds received in connection with the redemption of his Series B Preferred Stock.

6. Upon the initial public offering of the Issuer, its board of directors elected to convert 50% of the Issuer's Series B Preferred Stock at a ratio of approximately 1:0.0926 and redeem the remaining 50% of the Issuer's Series B Preferred Stock. In connection therewith, the 70,000 shares of Series B Preferred Stock held by Mr. Prim's spouse converted into 3,241 shares of common stock.

7. Held by Mr. Prim's spouse.

8. Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.

9. Held by BD Prim, LLC of which Mr. Prim is the sole manager.

10. Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.

11. Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.

12. Held by 2010 Irrevocable Trust fbo Jager Grayln Dean Bellisimo of which Mr. Prim is the sole trustee.

13. Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.

	/s/ Patrick J. Rogers by power of attorney for Billy D. Prim	11/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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