X0306 4 2017-03-10 0 0001365101 Primo Water Corp PRMW 0001078296 PRIM BILLY D 101 NORTH CHERRY STREET SUITE 501 WINSTON-SALEM NC 27101 1 1 0 0 Chairman, CEO and President Common Stock 2017-03-10 4 F 0 1839 14.33 D 2354253 D Common Stock 2017-03-20 4 A 0 2549 0.00 A 2356802 D Common Stock 2017-03-20 4 F 0 875 14.03 D 2355927 D Common Stock 8032 I See Footnote Common Stock 4791 I See Footnote Common Stock 4791 I See Footnote Common Stock 23957 I See Footnote Common Stock 23957 I See Footnote Common Stock 4791 I See Footnote Common Stock 4791 I See Footnote Restricted Stock Units 2017-03-20 4 A 0 9000 0.00 A Common Stock 9000 9000 D Deferred Stock Units 2017-03-20 4 A 0 414725 0.00 A Common Stock 414725 414725 D Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 10, 2017. These restricted stock units may only be settled in stock and vest immediately. Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 20, 2017. Held by Mr. Prim's spouse. Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee. Held by BD Prim, LLC of which Mr. Prim is the sole manager. Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee. Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee. Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee. Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020. Each deferred stock unit has a value as of a given date equal to the fair market value of one share of Primo Water Corporation common stock. Represents deferred stock units granted on March 20, 2017 in connection with the achievement of the second adjusted EBITDA target under the Primo Water Corporation Amended and Restated Value Creation Plan. These deferred stock units are to be delivered in equal annual installments in January of each of 2018, 2019, 2020, 2021 and 2022. /s/ David J. Mills by power of attorney for Billy D. Prim 2017-03-22