SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hass David W.
(Last) (First) (Middle)
101 NORTH CHERRY STREET, SUITE 501
(Street)
WINSTON-SALEM NC 27101
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/03/2020 M 15,000(1) A $4.66 190,421 D
Common Stock 02/03/2020 F 7,797(2) D $15.16 182,624 D
Common Stock 02/03/2020 M 10,000(1) A $1.39 192,624 D
Common Stock 02/03/2020 F 3,615(2) D $15.16 189,009 D
Common Stock 02/03/2020 M 20,000(1) A $1.07 209,009 D
Common Stock 02/03/2020 F 6,933(2) D $15.16 202,076 D
Common Stock 02/03/2020 M 15,000(1) A $3.43 217,076 D
Common Stock 02/03/2020 F 6,841(2) D $15.16 210,235 D
Common Stock 02/03/2020 M 15,000(1) A $5.33 225,235 D
Common Stock 02/03/2020 F 8,163(2) D $15.16 217,072 D
Common Stock 17,901 I See Footnote(3)
Common Stock 5,250 I See Footnote(4)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $4.66 02/03/2020 M 15,000 08/15/2012 08/15/2021 Common Stock 15,000 $0.00 0 D
Stock Option (right to buy) $1.39 02/03/2020 M 10,000 05/11/2013 05/11/2022 Common Stock 10,000 $0.00 0 D
Stock Option (right to buy) $1.07 02/03/2020 M 20,000 11/12/2013 11/12/2022 Common Stock 20,000 $0.00 0 D
Stock Option (right to buy) $3.43 02/03/2020 M 15,000 03/14/2015 03/14/2024 Common Stock 15,000 $0.00 0 D
Stock Option (right to buy) $5.33 02/03/2020 M 15,000 05/05/2016 05/05/2025 Common Stock 15,000 $0.00 0 D
Explanation of Responses:
1. Represents shares of common stock received upon the exercise of a stock option award.
2. Represents shares of common stock withheld by the Company in order to pay the exercise price of the shares acquired by the reporting person pursuant to the exercise of the applicable stock option. No open-market transactions were conducted by the reporting person in connection with this withholding to pay such exercise price.
3. Held by David W. Hass Living Trust, of which David Hass is a trustee.
4. 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.
Remarks:
/s/ David W. Hass by Michael H. Hutson, attorney-in-fact 02/05/2020
** Signature of Reporting Person Date
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.
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