SEC Filings

Primo Water Corp /CN/ (Form: 4, Received: 12/11/2020 18:48:05)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Harrington Thomas
2. Issuer Name and Ticker or Trading Symbol

Primo Water Corp /CN/ [ PRMW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

4221 WEST BOY SCOUT BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/9/2020
(Street)

TAMPA, FL 33607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 12/9/2020  A  47348 (1)A$0.00 298135 D  
Common Shares 12/11/2020  F  5138 (2)D$15.86 292997 D  
Common Shares 12/11/2020  F  5997 (3)D$15.86 287000 D  
Common Shares         216493 (4)I By TAH Capital, LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $15.84 12/9/2020  A   236344     (5)12/9/2030 Common Shares 236344 $0.00 236344 D  

Explanation of Responses:
(1) Represents time-based restricted share units ("RSUs"), which are contingent rights to receive common shares. RSUs that have not been forfeited shall vest in equal one-third installments on each of the first, second and third anniversaries of the grant date.
(2) Represents the number of common shares withheld to satisfy tax obligations due upon the vesting of time-based units granted to Mr. Harrington on December 11, 2018.
(3) Represents the number of common shares withheld to satisfy tax obligations due upon the vesting of time-based units granted to Mr. Harrington on December 11, 2019.
(4) The reported shares are owned by TAH Capital, LLC, of which Mr. Harrington is the Managing Member. Mr. Harrington disclaims beneficial ownership of the reported shares, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Harrington is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(5) Represents an option to purchase 236,344 common shares of Primo. The option vests in equal one-third installments on each of the first, second and third anniversaries of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Harrington Thomas
4221 WEST BOY SCOUT BOULEVARD
TAMPA, FL 33607


Chief Executive Officer

Signatures
/s/ Marni Morgan Poe, Attorney-in-Fact12/11/2020
**Signature of Reporting PersonDate


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 4(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).
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