SEC Form 4 · accession 0001209191-18-003442
Primo Water Corp · PRMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. Hass
Officer — Chief Strategy Officer
Period of report
Jan 10, 2018
Accepted (ET)
Jan 12, 2018 · 4:39 pm EST
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 | Dec 31, 2017 | A | 643 | $10.44 | A | 80,888 | D | |
| Common StockF2 | Jan 10, 2018 | M | 29,095 | $0.00 | A | 109,983 | D | |
| Common StockF2 | Jan 10, 2018 | M | 16,620 | $0.00 | A | 126,603 | D | |
| Common StockF3 | Jan 10, 2018 | F | 20,472 | $0.00 | D | 106,131 | D | |
| Common StockF4 | holding | — | — | — | 4,750 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 16,401 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF6,F7 | — | Jan 10, 2018 | M | 29,095 | D | — | — | Common Stock | 29,095 | 87,286 | D |
| Deferred Stock UnitsF6,F8 | — | Jan 10, 2018 | M | 16,620 | D | — | — | Common Stock | 16,620 | 49,860 | D |
Explanation of responses
- F1These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- F2Represents shares of common stock received upon vesting of deferred stock units on January 10, 2018.
- F3Shares withheld to satisfy tax withholding requirements on the vesting of deferred stock units on January 10, 2018.
- F4These shares of common stock are owned by HB Capital LLC, of which David Hass is a member. Mr. Hass may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. Mr. Hass disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.
- F5Held by David W. Hass Living Trust, of which David Hass is a trustee.
- F6Each 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.
- F729,095 deferred stock units were delivered on January 10, 2018. The remaining 87,286 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.
- F816,620 deferred stock units were delivered on January 10, 2018. The remaining 49,860 deferred stock units are to be delivered in equal annual installments in January of each of 2019, 2020 and 2021.