Sec Form 4 Filing - Hass David W. @ Primo Water Corp - 2018-03-09

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hass David W. 2. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy Officer (Last) (First) (Middle) 101 NORTH CHERRY STREET, SUITE 501 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2018 (Street) WINSTON-SALEM, NC27101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Stock 02/27/2018 G V 4,000 D $ 0 102,131 D Common Stock 03/09/2018 P 500 A $ 11.95 16,901 I See Footnote ( 1 ) Common Stock 03/09/2018 P 500 A $ 11.98 ( 2 ) 5,250 I See Footnote ( 3 ) Common Stock 03/09/2018 A 4,282 ( 4 ) A $ 0 106,413 D Common Stock 03/09/2018 F 1,467 ( 5 ) D $ 11.95 104,946 D Common Stock 03/11/2018 M 2,500 A $ 0 107,446 D Common Stock 03/12/2018 F 881 ( 6 ) D $ 11.95 106,565 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 7 ) 03/09/2018 A 6,000 ( 8 ) ( 8 ) Common Stock 6,000 $ 0 6,000 D Restricted Stock Units ( 7 ) 03/11/2018 M 2,500 ( 9 ) ( 9 ) Common Stock 2,500 $ 0 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hass David W. 101 NORTH CHERRY STREET, SUITE 501 WINSTON-SALEM, NC27101 Chief Strategy Officer Signatures /s/ David W. Hass by Michael H. Hutson, attorney-in-fact 03/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by David W. Hass Living Trust, of which David Hass is a trustee. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.95 to $12.01, inclusive. The reporting person undertakes to provide to Primo Water Corporation, any security holder of Primo Water Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4. ( 3 )These 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. ( 4 )These restricted stock units may only be settled in stock and vest immediately. ( 5 )Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 9, 2018. ( 6 )Shares withheld to satisfy tax withholding requirements on the vesting of restricted stock units on March 11, 2018. ( 7 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 8 )These restricted stock units vest in equal annual installments on March 9 of 2019, 2020 and 2021. ( 9 )These restricted stock units vest in equal annual installments on March 11 of 2017, 2018 and 2019.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.