SEC Form 4 · accession 0001209191-17-022325

Primo Water Corp · PRMW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP and President of Refill

Period of report

Mar 20, 2017

Accepted (ET)

Mar 22, 2017 · 4:49 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001365101

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	114,964	I	Held in McInerney Family Trust dtd 5/10/04

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3	—	Mar 20, 2017	A	6,000	A	—	—	Common Stock	6,000	6,000	D

F1The McInerney Family Trust Dated May 10, 2004 (the "Trust") acquired 114,964 shares of Primo Water Corporation's ("Primo") common stock in connection with the acquisition of Glacier Water Services, Inc. ("Glacier") by Primo on December 12, 2016 (the "Merger"). For each share of Glacier common stock, the Trust received approximately $12.18 in cash, 0.87 of a share of Primo common stock, and a warrant to purchase 0.55 of a share of Primo common stock. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into on October 9, 2016, 81,625 of such shares of Primo common stock received by the Trust were deposited into escrow and are subject to forfeiture during the one-year period ending on December 12, 2017 to satisfy claims with respect to breaches, violations or non-fulfillment of covenants or agreements by Glacier and breaches of or inaccuracies in Glacier's representations or warranties contained in the Merger Agreement.
F2Each restricted stock unit represents a contingent right to receive one share of common stock.
F3These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020.