| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [ PRMW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/08/2011 | J(1) | 307,217 | A | (1) | 2,894,717 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares were acquired in connection with an Asset Purchase Agreement, dated as of March 8, 2011, between Culligan International Company ("Culligan"), Culligan of Canada, Ltd. ("Culligan Canada"), Primo Water Corporation ("Primo") and Primo Refill Canada Corporation ("Primo Canada"), pursuant to which Culligan Canada sold certain assets to Primo Canada in exchange for cash, the assumption of certain liabilities of Culligan Canada by Primo Canada and CAD$3,710,000 in shares of Primo common stock valued based on the average closing price of Primo common stock for the 20 most recent trading days prior to the closing date (with each day's closing price converted from U.S. dollars into Canadian dollars based on the exchange rate on each such day). The shares were issued to Culligan on behalf and upon the direction of Culligan Canada, which is a subsidiary of Culligan. |
| 2. 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 | 03/09/2011 | |
| Culligan Holding Inc. by /s/ Susan E. Bennett, Senior Vice President, General Counsel & Secretary | 03/09/2011 | |
| Culligan Holding Company B.V. by /s/ Mark A. Seals, Managing Director A | 03/09/2011 | |
| Culligan Holding S.??r.l. by /s/ Susan E. Bennett, Manager | 03/09/2011 | |
| Culligan International S.??r.l. by /s/ Susan E. Bennett, Manager | 03/09/2011 | |
| Culligan Investments S.??r.l. by /s/ Susan E. Bennett, Manager | 03/09/2011 | |
| Culligan Ltd. by /s/ Susan E. Bennett, Senior Vice President, General Counsel & Assistant Secretary | 03/09/2011 | |
| See (a) in Remarks below | 03/09/2011 | |
| See (b) in Remarks below | 03/09/2011 | |
| See (c) in Remarks below | 03/09/2011 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||