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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CULLIGAN INTERNATIONAL Co (Last) (First) (Middle) 9399 WEST HIGGINS ROAD SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/22/2010	3. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,587,500	D
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)
Common Stock	2,587,500	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CULLIGAN INTERNATIONAL Co (Last) (First) (Middle) 9399 WEST HIGGINS ROAD SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN HOLDING INC. (Last) (First) (Middle) C/O CULLIGAN INTERNATIONAL COMPANY 9399 WEST HIGGINS ROAD, SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN HOLDING Co B.V. (Last) (First) (Middle) C/O CULLIGAN INTERNATIONAL COMPANY 9399 WEST HIGGINS ROAD, SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN HOLDING S.AR.L. (Last) (First) (Middle) C/O CULLIGAN INTERNATIONAL COMPANY 9399 WEST HIGGINS ROAD, SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN INTERNATIONAL S.AR.L. (Last) (First) (Middle) C/O CULLIGAN INTERNATIONAL COMPANY 9399 WEST HIGGINS ROAD, SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN INVESTMENTS S.AR.L. (Last) (First) (Middle) C/O CULLIGAN INTERNATIONAL COMPANY 9399 WEST HIGGINS ROAD, SUITE 1100 (Street) ROSEMONT IL 60018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CULLIGAN LTD. (Last) (First) (Middle) CANON'S COURT 22 VICTORIA STREET (Street) HAMILTON D0 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLAYTON DUBILIER & RICE FUND VI L P (Last) (First) (Middle) UGLAND HOUSE 113 SOUTH CHURCH STREET (Street) GEORGE TOWN E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R ASSOCIATES VI L P (Last) (First) (Middle) UGLAND HOUSE 113 SOUTH CHURCH STREET (Street) GEORGE TOWN E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R INVESTMENT ASSOCIATES VI INC (Last) (First) (Middle) UGLAND HOUSE 113 SOUTH CHURCH STREET (Street) GEORGE TOWN E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects shares held directly by Culligan International Company. Culligan International Company is a wholly-owned subsidiary of Culligan Holding Inc., which is a wholly-owned subsidiary of Culligan Holding Company B.V., which is a wholly-owned subsidiary of Culligan Holding S.??r.l., which is a wholly-owned subsidiary of Culligan International S.??r.l., which is a wholly-owned subsidiary of Culligan Investments S.??r.l., which is a wholly-owned subsidiary of Culligan Ltd. Clayton, Dubilier & Rice Fund VI Limited Partnership owns approximately 77.8% of the outstanding voting securities of Culligan Ltd. CD&R Associates VI Limited Partnership is the general partner of Clayton, Dubilier & Rice Fund VI Limited Partnership, and CD&R Investment Associates VI, Inc. is the general partner of CD&R Associates VI Limited Partnership. Each of CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc. expressly disclaims beneficial ownership of the shares held directly by Culligan.

Remarks:

(a) Clayton, Dubilier & Rice Fund VI Limited Partnership by CD&R Associates VI Limited Partnership, its general partner, by CD&R Investment Associates VI, Inc., its general partner, by /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary (b) CD&R Associates VI Limited Partnership by CD&R Investment Associates VI, Inc., its general partner, by /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary (c) CD&R Investment Associates VI, Inc. by /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary

	Culligan International Company by /s/ Susan E. Bennett, Senior Vice President, General Counsel & Secretary	12/02/2010
	Culligan Holding Inc. by /s/ Susan E. Bennett, Senior Vice President, General Counsel & Secretary	12/02/2010
	Culligan Holding Company B.V. by /s/ Mark A. Seals, Managing Director A	12/02/2010
	Culligan Holding S.??r.l. by /s/ Susan E. Bennett, Manager	12/02/2010
	Culligan International S.??r.l. by /s/ Susan E. Bennett, Manager	12/02/2010
	Culligan Investments S.??r.l. by /s/ Susan E. Bennett, Manager	12/02/2010
	Culligan Ltd. by /s/ Susan E. Bennett, Senior Vice President, General Counsel & Assistant Secretary	12/02/2010
	See (a) in Remarks below	12/02/2010
	See (b) in Remarks below	12/02/2010
	See (c) in Remarks below	12/02/2010
	** 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 5 (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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