0001209191-20-016134.txt : 20200304
0001209191-20-016134.hdr.sgml : 20200304
20200304164140
ACCESSION NUMBER: 0001209191-20-016134
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200302
FILED AS OF DATE: 20200304
DATE AS OF CHANGE: 20200304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cauthen Michael
CENTRAL INDEX KEY: 0001728305
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34850
FILM NUMBER: 20687789
MAIL ADDRESS:
STREET 1: 101 NORTH CHERRY STREET, SUITE 501
CITY: WINSTON-SALEM
STATE: NC
ZIP: 27101
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Primo Water Holdings LLC
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: 4221 W. BOY SCOUT BLVD.
STREET 2: SUITE 400
CITY: TAMPA
STATE: FL
ZIP: 33607
BUSINESS PHONE: 813-313-1732
MAIL ADDRESS:
STREET 1: 4221 W. BOY SCOUT BLVD.
STREET 2: SUITE 400
CITY: TAMPA
STATE: FL
ZIP: 33607
FORMER COMPANY:
FORMER CONFORMED NAME: Primo Water Corp
DATE OF NAME CHANGE: 20060605
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-02
1
0001365101
Primo Water Holdings LLC
PRMW
0001728305
Cauthen Michael
101 NORTH CHERRY STREET
WINSTON SALEM
NC
27101
0
1
0
0
Vice President Finance
Common Stock
2020-02-10
5
A
0
E
71
11.23
A
28185
D
Common Stock
2020-03-02
4
D
0
28185
D
0
D
Restricted Stock Units
2020-03-02
4
D
0
1000
0.00
D
Common Stock
1000
0
D
Restricted Stock Units
2020-03-02
4
D
0
2000
0.00
D
Common Stock
2000
0
D
Restricted Stock Units
2020-03-02
4
D
0
2666
0.00
D
Common Stock
2666
0
D
Restricted Stock Units
2020-03-02
4
D
0
4000
0.00
D
Common Stock
4000
0
D
These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
Disposed of pursuant to the Agreement and Plan of Merger, dated January 13, 2020 by and among Primo Water Corporation, Cott Corporation("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement"), whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62.
Each restricted stock unit represents a contingent right to receive one share of common stock.
Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning on March 20, 2018. As of the date of the merger, 1,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 1,022 shares of Cott common stock, which are scheduled to vest on March 20, 2020.
Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning on January 15, 2019. As of the date of the merger, 2,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,045 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on January 15, 2021.
Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning on March 9, 2019. As of the date of the merger, 2,666 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,727 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on March 9, 2020.
Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning on March 8, 2020. As of the date of the merger, all 4,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 4,091 shares of Cott common stock, which are scheduled to vest in three equal annual installments beginning on March 8, 2020.
/s/ Michael Cauthen by Michael H. Hutson, attorney-in-fact
2020-03-04