4//SEC Filing
Mills David J 4
Accession 0001209191-20-016152
CIK 0001365101other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 4:46 PM ET
Size
32.8 KB
Accession
0001209191-20-016152
Insider Transaction Report
Form 4
Mills David J
See Remarks
Transactions
- Award
Common Stock
2020-02-10$11.23/sh+155$1,741→ 175,937 total - Exercise/Conversion
Common Stock
2020-03-02+28,982→ 204,919 total - Exercise/Conversion
Deferred Stock Units
2020-03-02−28,982→ 0 total→ Common Stock (28,982 underlying) - Exercise/Conversion
Common Stock
2020-03-02+1,333→ 177,270 total - Exercise/Conversion
Restricted Stock Units
2020-03-02−5,000→ 0 total→ Common Stock (5,000 underlying) - Disposition to Issuer
Common Stock
2020-03-02$14.00/sh−28,982$405,748→ 175,937 total - Exercise/Conversion
Common Stock
2020-03-02+5,000→ 182,270 total - Exercise/Conversion
Common Stock
2020-03-02+4,000→ 186,270 total - Exercise/Conversion
Common Stock
2020-03-02+5,000→ 191,270 total - Tax Payment
Common Stock
2020-03-02$14.88/sh−6,849$101,913→ 184,421 total - Disposition to Issuer
Common Stock
2020-03-02−184,421→ 0 total - Exercise/Conversion
Restricted Stock Units
2020-03-02−1,333→ 0 total→ Common Stock (1,333 underlying) - Exercise/Conversion
Restricted Stock Units
2020-03-02−4,000→ 0 total→ Common Stock (4,000 underlying) - Exercise/Conversion
Restricted Stock Units
2020-03-02−5,000→ 0 total→ Common Stock (5,000 underlying)
Footnotes (13)
- [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).
- [F10]Represents a restricted stock unit award granted on March 9, 2018 that was scheduled to vest in three equal annual installments beginning March 9, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
- [F11]Represents a restricted stock unit award granted on March 8, 2019 that was scheduled to vest in three equal annual installments beginning March 8, 2020. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
- [F12]Each deferred stock unit has a value as of a given date equal to the fair market value of one share of Primo Water Corporation common stock.
- [F13]Represents deferred stock units settled into cash on March 2, 2020 pursuant to the terms of the Merger Agreement as reported in Table I of this Form 4.
- [F2]Represents shares of common stock otherwise issuable in connection with the settlement of 28,982 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported the immediately following row.
- [F3]Represents the cash settlement of the shares of common stock issuable upon the settlement of deferred stock units on March 2, 2020 pursuant to the terms of the Merger Agreement (as defined in this Form 4).
- [F4]Represents shares of Common Stock received upon the acceleration and vesting in full and settlement into shares of Common Stock of a restricted stock unit award prior to the closing of the transactions contemplated by the Merger Agreement (as defined in this Form 4).
- [F5]Represents shares of common stock withheld by the Company in order to pay taxes upon the vesting of the restricted stock unit awards set forth above. No open-market transactions were conducted by the reporting person in connection with this withholding.
- [F6]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.
- [F7]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F8]Represents a restricted stock unit award granted on March 20, 2017 that was scheduled to vest in three equal annual installments beginning March 20, 2018. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
- [F9]Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning January 15, 2019. Pursuant to the Merger Agreement and the reporting person's employment agreement, the unvested portion of this restricted stock unit award was accelerated and vested in full and settled into shares of Common Stock of the issuer prior to the closing of the transactions contemplated by the Merger Agreement.
Documents
Issuer
Primo Water Holdings LLC
CIK 0001365101
Entity typeother
Related Parties
1- filerCIK 0001332107
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 4:46 PM ET
- Size
- 32.8 KB