Sec Form 4 Filing - Cauthen Michael @ Primo Water Holdings LLC - 2020-03-02

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

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1. Name and Address of Reporting Person Cauthen Michael 2. Issuer Name and Ticker or Trading Symbol Primo Water Holdings LLC [ PRMW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President Finance (Last) (First) (Middle) 101 NORTH CHERRY STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2020 (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 02/10/2020 A V 71 ( 1 ) A $ 11.23 28,185 D Common Stock 03/02/2020 D 28,185 D 0 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 ( 3 ) 03/02/2020 D 1,000 ( 4 ) ( 4 ) Common Stock 1,000 $ 0 0 D Restricted Stock Units ( 3 ) 03/02/2020 D 2,000 ( 5 ) ( 5 ) Common Stock 2,000 $ 0 0 D Restricted Stock Units ( 3 ) 03/02/2020 D 2,666 ( 6 ) ( 6 ) Common Stock 2,666 $ 0 0 D Restricted Stock Units ( 3 ) 03/02/2020 D 4,000 ( 7 ) ( 7 ) Common Stock 4,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cauthen Michael 101 NORTH CHERRY STREET WINSTON SALEM, NC27101 Vice President Finance Signatures /s/ Michael Cauthen by Michael H. Hutson, attorney-in-fact 03/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d). ( 2 )Disposed of pursuant to the Agreement and Plan of Merger, dated January 13, 2020 by and among Primo Water Corporation, Cott Corporation("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement"), whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62. ( 3 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 4 )Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning on March 20, 2018. As of the date of the merger, 1,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 1,022 shares of Cott common stock, which are scheduled to vest on March 20, 2020. ( 5 )Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning on January 15, 2019. As of the date of the merger, 2,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,045 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on January 15, 2021. ( 6 )Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning on March 9, 2019. As of the date of the merger, 2,666 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,727 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on March 9, 2020. ( 7 )Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning on March 8, 2020. As of the date of the merger, all 4,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 4,091 shares of Cott common stock, which are scheduled to vest in three equal annual installments beginning on March 8, 2020.

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