SEC Form 4 · accession 0001209191-17-028730
Primo Water Corp · PRMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles A Norris
Director
Period of report
Apr 26, 2017
Accepted (ET)
Apr 28, 2017 · 4:33 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,F2 | Apr 26, 2017 | A | 1,089 | $0.00 | A | 164,363 | D | |
| Common StockF3 | holding | — | — | — | 274,045 | I | Held in Norris Trust dtd 06/18/02 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These restricted stock units may only be settled in stock and vest immediately.
- F2Mr. Norris acquired 163,274 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"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into on October 9, 2016, 115,924 of such shares of Primo common stock received by Mr. Norris 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.
- F3The Charles A. Norris & Margaret T. Norris TR UA 18-Jun-02 Norris Trust (the "Trust") acquired 274,045 shares of Primo common stock in connection with the Merger. Pursuant to the Merger Agreement, 194,572 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.