4//SEC Filing
PRIM BILLY D 4
Accession 0001209191-20-016162
CIK 0001365101other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 4:49 PM ET
Size
54.1 KB
Accession
0001209191-20-016162
Insider Transaction Report
Form 4
PRIM BILLY D
DirectorChairman, CEO and President10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-02+159,040→ 2,432,041 total - Disposition to Issuer
Common Stock
2020-03-02$14.00/sh−508,097$7,113,358→ 1,923,944 total - Exercise/Conversion
Common Stock
2020-03-02+6,000→ 1,932,944 total - Tax Payment
Common Stock
2020-03-02$14.88/sh−7,080$105,350→ 1,934,864 total - Disposition to Issuer
Common Stock
2020-03-02−8,032→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-02−4,791→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-02−23,957→ 0 total(indirect: See Footnote) - Exercise/Conversion
Deferred Stock Units
2020-03-02−349,057→ 0 total→ Common Stock (349,057 underlying) - Exercise/Conversion
Restricted Stock Units
2020-03-02−3,000→ 0 total→ Common Stock (3,000 underlying) - Sale
Common Stock
2020-02-13$15.44/sh−4,257$65,728→ 1,923,944 total - Disposition to Issuer
Common Stock
2020-03-02−4,791→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-02−23,957→ 0 total(indirect: See Footnote) - Exercise of In-Money
Warrant (right to buy)
2020-02-13−28,571→ 0 totalExercise: $2.30From: 2012-04-30Exp: 2020-04-30→ Common Stock (28,571 underlying) - Exercise/Conversion
Deferred Stock Units
2020-03-02−159,040→ 0 total→ Common Stock (159,040 underlying) - Exercise/Conversion
Restricted Stock Units
2020-03-02−6,000→ 0 total→ Common Stock (6,000 underlying) - Sale
Common Stock
2020-02-13$15.44/sh−1,104$17,046→ 1,899,630 total - Disposition to Issuer
Common Stock
2020-03-02−4,791→ 0 total(indirect: See Footnote) - Exercise of In-Money
Warrant (right to buy)
2020-02-13−1,774→ 0 totalExercise: $9.60From: 2010-12-30Exp: 2020-12-30→ Common Stock (1,774 underlying) - Exercise/Conversion
Restricted Stock Units
2020-03-02−9,000→ 0 total→ Common Stock (9,000 underlying) - Exercise/Conversion
Common Stock
2020-03-02+3,000→ 1,926,944 total - Disposition to Issuer
Common Stock
2020-03-02−1,934,864→ 0 total - Disposition to Issuer
Common Stock
2020-03-02−4,791→ 0 total(indirect: See Footnote) - Exercise of In-Money
Common Stock
2020-02-13$2.30/sh+28,571$65,713→ 1,928,201 total - Exercise/Conversion
Common Stock
2020-03-02+349,057→ 2,273,001 total - Exercise/Conversion
Common Stock
2020-03-02+9,000→ 1,941,944 total - Exercise of In-Money
Common Stock
2020-02-13$9.60/sh+1,774$17,030→ 1,900,734 total
Footnotes (20)
- [F1]Represents shares of Common Stock withheld to pay the exercise price upon the cashless exercise of a warrant to purchase Common Stock.
- [F10]Held by BD Prim, LLC of which Mr. Prim is the sole manager.
- [F11]Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
- [F12]Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
- [F13]Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
- [F14]Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
- [F15]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.
- [F16]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.
- [F17]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F18]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.
- [F19]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.
- [F2]Represents shares of Common Stock otherwise issuable in connection with the settlement of 349,057 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
- [F20]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.
- [F3]Represents shares of Common Stock otherwise issuable in connection with the settlement of 159,040 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported in the immediately following row.
- [F4]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).
- [F5]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).
- [F6]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.
- [F7]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.
- [F8]Held by Mr. Prim's spouse.
- [F9]Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
Documents
Issuer
Primo Water Holdings LLC
CIK 0001365101
Entity typeother
Related Parties
1- filerCIK 0001078296
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 4:49 PM ET
- Size
- 54.1 KB