Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-16-123975
Date:2016-05-25
Issuer: PRIMO WATER CORP (PRMW)
Original Submission Date:

Reporting Person:

WARNOCK DAVID L
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

CAMDEN PARTNERS STRATEGIC FUND III LP
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

CAMDEN PARTNERS STRATEGIC FUND III-A LP
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

CAMDEN PARTNERS STRATEGIC III, LLC
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

CAMDEN PARTNERS STRATEGIC MANAGER, LLC
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

HUGHES DONALD W
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIIMORE, MD 21202

Reporting Person:

SHERMAN JOSEPH T
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

KERSEY CHRISTOPHER W
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

KIM SHANE H.
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Reporting Person:

TAGLER JASON
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2016-05-25 S 27,837 d $11.48 61,239 indirect f2
COMMON STOCK 2016-05-25 S 1,157 d $11.48 2,547 indirect f3
COMMON STOCK 2016-05-26 S 16,717 d $11.41 44,522 indirect f2
COMMON STOCK 2016-05-26 S 695 d $11.41 1,852 indirect f3
COMMON STOCK 2016-05-25 0 $0.00 87,547 f5 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $11.38 to $11.65, inclusive. the reporting person undertakes to provide to primo water corporation, any security holder of primo water corporation, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this form 4.
f2 the shares are directly owned by fund iii. cpsm, cps iii, fund iii-a and the managing members may be deemed indirect beneficial owners of the securities held by fund iii as a result of their relationships described in the remarks. cpsm, cps iii, fund iii-a and each of the managing members disclaim beneficial ownership of the securities held directly by fund iii, except to the extent of its or his pecuiniary interest therein.
f3 the shares are directly owned by fund iii-a. cpsm, cps iii, fund iii and the managing members may be deemed indirect beneficial owners of the securities held by fund iii-a as a result of their relationships described in the remarks. cpsm, cps iii, fund iii and each of the managing members disclaim beneficial ownership of the securities held directly by fund iii-a, except to the extent of its or his pecuniary interest therein.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $11.02 to $11.54, inclusive. the reporting person undertakes to provide to primo water corporation, any security holder of primo water corporation, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this form 4.
f5 mr. warnock is a director of the issuer. pursuant to an agreement with his employer, camden partner holdings, llc ("holdings"), which provides management services to fund iii and fund iii-a, all securities and other benefits to which mr. warnock becomes entitled by virtue of his service as a director are received by mr. warnock for the benefit of holdings.
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