UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Primo Water Corp.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

74165N105

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hills, CA 90212

(310) 729-8588

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 28, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent. 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On October 28, 2019, Legion Partners I submitted a stockholder proposal (the "Proposal") to declassify the Issuer's Board of Directors (the "Board") for inclusion in the Issuer's proxy statement in connection with the 2020 annual meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended. A copy of the Proposal is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On October 29, 2019, the Reporting Persons issued a press release expressing their continued frustration with the lack of response and engagement from the Board, despite their considerable outreach to work constructively with the Issuer for the past 19 months. The Reporting Persons noted that since outlining their concerns to stockholders in mid-September with respect to the Issuer's significant operational and financial underperformance, repeated executional failures and governance issues, including the Board's alarming conflicts of interests among long-tenured directors and Executive Chairman Billy Prim, as well as excessive pay packages to executive management, the Board has made no effort to meaningfully engage with the Reporting Persons or take necessary steps to enhance management accountability and transparency. In the press release, the Reporting Persons stated that they are evaluating all options to address these pressing issues and drive stockholder value. In addition, the Reporting Persons stated that they are convinced the Issuer is in need of multiple new directors, including a new independent Chairman, in order to remove conflicts of interest and increase management accountability for repeated downward revisions to guidance due to poor operational execution. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2019