David W. Hass - Nov 8, 2024 Form 4 Insider Report for Primo Water Corp /CN/ (PRMW)

Role: Chief Financial Officer
Signature: /s/ Marni Morgan Poe, as Attorney-in-fact
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		-171K	-100%		0	Nov 8, 2024	Direct	F1
transaction	PRMW	Common Shares	Disposed to Issuer		-48.8K	-100%		0	Nov 8, 2024	See footnote	F1, F2

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer		-14.8K	-100%		0	Nov 8, 2024	Common Shares	14.8K	$9.76	Direct	F3
transaction	PRMW	Stock Option (right to buy)	Disposed to Issuer		-7.88K	-100%		0	Nov 8, 2024	Common Shares	7.88K	$15.84	Direct	F3

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

Explanation of Responses:

Id	Content
F1	The reported securities include 45,476 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	Includes (i) 38,024 shares held by David W. Hass Living Trust, of which reporting person is a trustee, (ii) 3,846 shares held by a Roth IRA for the benefit of the reporting person, (iii) 3,481 shares owned by HB Capital LLC, of which reporting person is a member, (iv) 2,656 shares held by the nieces and nephews of the reporting person through custodial accounts under the Uniform Transfers to Minors Act for which the reporting person is custodian, and (v) 828 shares held through reporting person's spouse. The reporting person may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. The reporting person disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.
F3	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.