Sec Form 3 Filing - Hass David W. @ Primo Water Corp /CN/ - 2023-01-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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 Corp /CN/ [ PRMW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
1150 ASSEMBLY DRIVE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2023
(Street)
TAMPA, FL33607
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 Shares 116,397.86( 1 ) D
Common Shares 48,835 I See footnote( 2 )
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
Stock Option (right to buy) $ 9.76 ( 3 ) 05/04/2030 Common Shares 14,822 D
Stock Option (right to buy) $ 15.84 ( 4 ) 12/09/2030 Common Shares 7,878 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hass David W.
1150 ASSEMBLY DRIVE
SUITE 800
TAMPA, FL33607
Chief Financial Officer
Signatures
/s/ Marni Morgan Poe, Attorney-in-fact 01/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 104,339 shares held by reporting person directly, (ii) 2,258.86 shares acquired under the Issuer's Employee Stock Purchase Plan, (iii) 1,281 time-based restricted share units ("RSUs"), which vest on May 4, 2023, (iv) 526 RSUs, which vest on December 9, 2023, (v) 2,737 RSUs, which vest in equal installments on December 9, 2023 and December 9, 2024, respectively, and (vi) 5,256 RSUs, which vest in equal installments on December 7, 2023, December 7, 2024, and December 7, 2025, respectively.
( 2 )Includes (i) 38,024 shares held by David W. Hass Living Trust, of which reporting person is a trustee, (ii) 3,846 shares held by a Roth IRA for the benefit of the reporting person, (iii) 3,481 shares owned by HB Capital LLC, of which reporting person is a member, (iv) 2,656 shares held by the nieces and nephews of the reporting person through custodial accounts under the Uniform Transfers to Minors Act for which the reporting person is custodian, and (v) 828 shares held through reporting person's spouse. The reporting person may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. The reporting person disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.
( 3 )7,411 shares underlying this option have vested; the remaining 7,411 shares underlying this option fully vest on May 4, 2023.
( 4 )5,252 shares underlying this option have vested; the remaining 2,626 shares underlying this option fully vest on December 9, 2023.

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).

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