(PRMW)

Role: Chief Legal Officer/Secretary
Signature: /s/ Marni Morgan Poe
Stock symbol: PRMW
Transactions as of: Nov 8, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/12/2024, 05:42 PM
Previous filing: Feb 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRMW	Common Shares	Disposed to Issuer		-357K	-100%		0	Nov 8, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-37.1K	-100%	Nov 8, 2024	Common Shares	37.1K	$9.25	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-73.8K	-100%	Nov 8, 2024	Common Shares	73.8K	$11.22	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-57.9K	-100%	Nov 8, 2024	Common Shares	57.9K	$16.99	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-62K	-100%	Nov 8, 2024	Common Shares	62K	$10.40	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-52.5K	-100%	Nov 8, 2024	Common Shares	52.5K	$17.50	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-65.3K	-100%	Nov 8, 2024	Common Shares	65.3K	$14.68	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-77K	-100%	Nov 8, 2024	Common Shares	77K	$13.67	Direct	F2
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer	-55.1K	-100%	Nov 8, 2024	Common Shares	55.1K	$15.84	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported securities include 41,140 shares underlying time-based restricted share units ("RSUs") that have not yet vested. Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024, (as amended, the "Arrangement Agreement"), by and among the Issuer, Triton Water Parent, Inc. ("BlueTriton"), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton ("Primo Brands Corporation" formerly referred to as "NewCo"), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of Primo Brands Corporation and 1000922661 Ontario Inc., a wholly-owned subsidiary of Primo Brands Corporation, the reported securities were disposed of in exchange for shares or RSUs, as the case may be, of Primo Brands Corporation Class A common stock at an exchange ratio of 1:1.
F2	Pursuant to the Arrangement Agreement, the reported stock options were disposed of in exchange for stock options to purchase Class A common shares of Primo Brands Corporation on the same terms and conditions of the Reporting Person's existing option grant award.

Content

The reported securities include 41,140 shares underlying time-based restricted share units ("RSUs") that have not yet vested. Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024, (as amended, the "Arrangement Agreement"), by and among the Issuer, Triton Water Parent, Inc. ("BlueTriton"), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton ("Primo Brands Corporation" formerly referred to as "NewCo"), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of Primo Brands Corporation and 1000922661 Ontario Inc., a wholly-owned subsidiary of Primo Brands Corporation, the reported securities were disposed of in exchange for shares or RSUs, as the case may be, of Primo Brands Corporation Class A common stock at an exchange ratio of 1:1.

Pursuant to the Arrangement Agreement, the reported stock options were disposed of in exchange for stock options to purchase Class A common shares of Primo Brands Corporation on the same terms and conditions of the Reporting Person's existing option grant award.