4//SEC Filing
Cauthen Michael 4
Accession 0001209191-20-016134
CIK 0001365101other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 4:41 PM ET
Size
18.3 KB
Accession
0001209191-20-016134
Insider Transaction Report
Form 4
Cauthen Michael
Vice President Finance
Transactions
- Award
Common Stock
2020-02-10$11.23/sh+71$797→ 28,185 total - Disposition to Issuer
Common Stock
2020-03-02−28,185→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-03-02−1,000→ 0 total→ Common Stock (1,000 underlying) - Disposition to Issuer
Restricted Stock Units
2020-03-02−2,000→ 0 total→ Common Stock (2,000 underlying) - Disposition to Issuer
Restricted Stock Units
2020-03-02−2,666→ 0 total→ Common Stock (2,666 underlying) - Disposition to Issuer
Restricted Stock Units
2020-03-02−4,000→ 0 total→ Common Stock (4,000 underlying)
Footnotes (7)
- [F1]These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
- [F2]Disposed of pursuant to the Agreement and Plan of Merger, dated January 13, 2020 by and among Primo Water Corporation, Cott Corporation("Cott"), Cott Holdings Inc., Fore Acquisition Corporation and Fore Merger LLC (the "Merger Agreement"), whereby each share of Primo common stock will be exchanged for $5.04 in cash and 0.6549 common shares of Cott, or, at the election of the issuer's stockholders, for $14.00 in cash or 1.0229 common shares of Cott, subject to the proration procedures set forth in the Merger Agreement. The reporting person has agreed to elect to receive all stock consideration for his shares that are being disposed pursuant to the Merger Agreement, subject to the aforementioned proration procedures. On the effective date of the merger, the closing price of Cott's common stock was $14.62.
- [F3]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F4]Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning on March 20, 2018. As of the date of the merger, 1,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 1,022 shares of Cott common stock, which are scheduled to vest on March 20, 2020.
- [F5]Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning on January 15, 2019. As of the date of the merger, 2,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,045 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on January 15, 2021.
- [F6]Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning on March 9, 2019. As of the date of the merger, 2,666 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 2,727 shares of Cott common stock, which are scheduled to vest in two equal annual installments beginning on March 9, 2020.
- [F7]Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning on March 8, 2020. As of the date of the merger, all 4,000 shares subject to such restricted stock unit award remained unvested. Pursuant to the Merger Agreement, the restricted stock unit award was assumed by Cott and converted into a restricted stock unit award covering 4,091 shares of Cott common stock, which are scheduled to vest in three equal annual installments beginning on March 8, 2020.
Documents
Issuer
Primo Water Holdings LLC
CIK 0001365101
Entity typeother
Related Parties
1- filerCIK 0001728305
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 4:41 PM ET
- Size
- 18.3 KB