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