Sec Form 4 Filing - Hass David W. @ 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 Hass David W. 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) Chief Strategy Officer (Last) (First) (Middle) 101 NORTH CHERRY STREET, SUITE 501 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 320 ( 1 ) A $ 11.23 217,392 D Common Stock 03/02/2020 M 29,096 ( 2 ) A $ 0 246,488 D Common Stock 03/02/2020 M 16,620 ( 3 ) A $ 0 263,108 D Common Stock 03/02/2020 D 45,716 ( 4 ) D $ 14 217,392 D Common Stock 03/02/2020 D 217,392 D 0 D Common Stock 03/02/2020 D 17,901 D 0 I See Footnote ( 6 ) Common Stock 03/02/2020 D 5,250 D 0 I See Footnote ( 7 )

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 Deferred Stock Units ( 8 ) 03/02/2020 M 29,096 ( 9 ) ( 9 ) Common Stock 29,096 $ 0 0 D Deferred Stock Units ( 8 ) 03/02/2020 M 16,620 ( 9 ) ( 9 ) Common Stock 16,620 $ 0 0 D Restricted Stock Units ( 10 ) 03/02/2020 D 1,333 ( 11 ) ( 11 ) Common Stock 1,333 $ 0 0 D Restricted Stock Units ( 10 ) 03/02/2020 D 4,000 ( 12 ) ( 12 ) Common Stock 4,000 $ 0 0 D Restricted Stock Units ( 10 ) 03/02/2020 D 4,000 ( 13 ) ( 13 ) Common Stock 4,000 $ 0 0 D Restricted Stock Units ( 10 ) 03/02/2020 D 5,000 ( 14 ) ( 14 ) Common Stock 5,000 $ 0 0 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 03/04/2020 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 )Represents shares of Common Stock otherwise issuable in connection with the settlement of 29,096 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in Row 4 of Table I of this Form 4. ( 3 )Represents shares of Common Stock otherwise issuable in connection with the settlement of 16,620 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in Row 4 of Table I of this Form 4. ( 4 )Represents the cash settlement of the shares of Common Stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4). ( 5 )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 s tockholders, 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. ( 6 )Held by David W. Hass Living Trust, of which David Hass is a trustee. ( 7 )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. ( 8 )Each 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. ( 9 )Represents deferred stock units settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4. ( 10 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 11 )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, 1,333 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 1,363 shares of Cott common stock, which are scheduled to vest on March 20, 2020. ( 12 )Represents a restricted stock unit award granted on May 31, 2017 that was scheduled to vest in four equal annual installments beginning on May 31, 2018. As of the date of the merger, 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 two equal annual installments beginning on May 31, 2020. ( 13 )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, 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 two equal annual installments beginning on March 9, 2020. ( 14 )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 5,000 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 5,114 shares of Cott common stock, which are scheduled to vest in three equal annual installments beginning March 8, 2020.

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