X0306 4 2020-03-02 1 0001365101 Primo Water Holdings LLC PRMW 0001332107 Mills David J 101 NORTH CHERRY STREET SUITE 501 WINSTON-SALEM NC 27101 0 1 0 0 Chief Financial Officer Common Stock 2020-02-10 5 A 0 E 155 11.23 A 175937 D Common Stock 2020-03-02 4 M 0 28982 0.00 A 204919 D Common Stock 2020-03-02 4 D 0 28982 14.00 D 175937 D Common Stock 2020-03-02 4 M 0 1333 0.00 A 177270 D Common Stock 2020-03-02 4 M 0 5000 0.00 A 182270 D Common Stock 2020-03-02 4 M 0 4000 0.00 A 186270 D Common Stock 2020-03-02 4 M 0 5000 0.00 A 191270 D Common Stock 2020-03-02 4 F 0 6849 14.88 D 184421 D Common Stock 2020-03-02 4 D 0 184421 D 0 D Restricted Stock Units 2020-03-02 4 M 0 1333 0.00 D Common Stock 1333 0 D Restricted Stock Units 2020-03-02 4 M 0 5000 0.00 D Common Stock 5000 0 D Restricted Stock Units 2020-03-02 4 M 0 4000 0.00 D Common Stock 4000 0 D Restricted Stock Units 2020-03-02 4 M 0 5000 0.00 D Common Stock 5000 0 D Deferred Stock Units 2020-03-02 4 M 0 28982 0.00 D Common Stock 28982 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). Represents shares of common stock otherwise issuable in connection with the settlement of 28,982 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported the immediately following row. Represents the cash settlement of the shares of common stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4). Represents shares of Common Stock received upon the acceleration and vesting in full and settlement into shares of Common Stock of a restricted stock unit award prior to the closing of the transactions contemplated by the Merger Agreement (as defined in this Form 4). Represents shares of common stock withheld by the Company in order to pay taxes upon the vesting of the restricted stock unit awards set forth above. No open-market transactions were conducted by the reporting person in connection with this withholding. 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 March 20, 2018. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning January 15, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning March 9, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning March 8, 2020. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement. 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 settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4. /s/ David J. Mills by Michael H. Hutson, attorney-in-fact 2020-03-04