SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hass David W.

(Last)

(First)

(Middle)

1150 ASSEMBLY DRIVE

SUITE 800

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2023

3. Issuer Name and Ticker or Trading Symbol
Primo Water Corp /CN/ [ PRMW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	116,397.86⁽¹⁾	D
Common Shares	48,835	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	05/04/2030	Common Shares	14,822	$9.76	D
Stock Option (right to buy)	⁽⁴⁾	12/09/2030	Common Shares	7,878	$15.84	D

Explanation of Responses:

1. Includes (i) 104,339 shares held by reporting person directly, (ii) 2,258.86 shares acquired under the Issuer's Employee Stock Purchase Plan, (iii) 1,281 time-based restricted share units ("RSUs"), which vest on May 4, 2023, (iv) 526 RSUs, which vest on December 9, 2023, (v) 2,737 RSUs, which vest in equal installments on December 9, 2023 and December 9, 2024, respectively, and (vi) 5,256 RSUs, which vest in equal installments on December 7, 2023, December 7, 2024, and December 7, 2025, respectively.

2. Includes (i) 38,024 shares held by David W. Hass Living Trust, of which reporting person is a trustee, (ii) 3,846 shares held by a Roth IRA for the benefit of the reporting person, (iii) 3,481 shares owned by HB Capital LLC, of which reporting person is a member, (iv) 2,656 shares held by the nieces and nephews of the reporting person through custodial accounts under the Uniform Transfers to Minors Act for which the reporting person is custodian, and (v) 828 shares held through reporting person's spouse. The reporting person may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. The reporting person disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.

3. 7,411 shares underlying this option have vested; the remaining 7,411 shares underlying this option fully vest on May 4, 2023.

4. 5,252 shares underlying this option have vested; the remaining 2,626 shares underlying this option fully vest on December 9, 2023.

Remarks:

	/s/ Marni Morgan Poe, Attorney-in-fact	01/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.