SEC Form 4 · accession 0001209191-17-022352
Primo Water Corp · PRMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Billy D Prim
Officer — Chairman, CEO and President · Director
Period of report
Mar 10, 2017
Accepted (ET)
Mar 22, 2017 · 5:16 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 StockF1 | Mar 10, 2017 | F | 1,839 | $14.33 | D | 2,354,253 | D | |
| Common StockF2 | Mar 20, 2017 | A | 2,549 | $0.00 | A | 2,356,802 | D | |
| Common StockF3 | Mar 20, 2017 | F | 875 | $14.03 | D | 2,355,927 | D | |
| Common StockF4 | holding | — | — | — | 8,032 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 4,791 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 4,791 | I | See Footnote | |
| Common StockF7 | holding | — | — | — | 23,957 | I | See Footnote | |
| Common StockF8 | holding | — | — | — | 23,957 | I | See Footnote | |
| Common StockF9 | holding | — | — | — | 4,791 | I | See Footnote | |
| Common StockF10 | holding | — | — | — | 4,791 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF11,F12 | — | Mar 20, 2017 | A | 9,000 | A | — | — | Common Stock | 9,000 | 9,000 | D |
| Deferred Stock UnitsF13,F14 | — | Mar 20, 2017 | A | 414,725 | A | — | — | Common Stock | 414,725 | 414,725 | D |
Explanation of responses
- F1Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 10, 2017.
- F10Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
- F11Each restricted stock unit represents a contingent right to receive one share of common stock.
- F12These restricted stock units vest in equal annual installments on March 20 of 2018, 2019 and 2020.
- F13Each 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.
- F14Represents deferred stock units granted on March 20, 2017 in connection with the achievement of the second adjusted EBITDA target under the Primo Water Corporation Amended and Restated Value Creation Plan. These deferred stock units are to be delivered in equal annual installments in January of each of 2018, 2019, 2020, 2021 and 2022.
- F2These restricted stock units may only be settled in stock and vest immediately.
- F3Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 20, 2017.
- F4Held by Mr. Prim's spouse.
- F5Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
- F6Held by BD Prim, LLC of which Mr. Prim is the sole manager.
- F7Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
- F8Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
- F9Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.