Edgar Filing: MCQUILKIN MALCOLM

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MCQUILKIN MALCOLM

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2010

3. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [PRMW]

(Last)

(First)

(Middle)

104 CAMBRIDGE PLAZA DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WINSTON-SALEM,Â NCÂ 27104

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,749	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,000,000	$ ⁽¹⁾	I	See Footnote ⁽²⁾
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	200,000	$ ⁽³⁾	I	See Footnote ⁽²⁾
Stock Option (right to buy)	Â ⁽⁴⁾	01/25/2017	Common Stock	9,583	$ 13.04	D	Â
Stock Option (right to buy)	Â ⁽⁵⁾	01/25/2017	Common Stock	1,150	$ 13.04	D	Â
Common Stock Warrant (right to buy)	05/30/2006	04/28/2016	Common Stock	15,352	$ 13.04	I	See Footnote ⁽²⁾
Common Stock Warrant (right to buy)	03/31/2008	03/31/2018	Common Stock	1,917	$ 20.66	I	See Footnote ⁽²⁾
Common Stock Warrant (right to buy)	12/30/2009	12/30/2019	Common Stock	7,099	$ ⁽⁶⁾	I	See Footnote ⁽²⁾
Common Stock Warrant (right to buy)	10/05/2010	10/05/2020	Common Stock	7,099	$ ⁽⁶⁾	I	See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCQUILKIN MALCOLM 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM,Â NCÂ 27104	Â X	Â	Â	Â

Signatures

/s/ Patrick J. Rogers by power of attorney for Malcolm McQuilkin		11/04/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.0958 and has no expiration date.
(2)	Held by Malcolm McQuilkin Living Trust of which Malcolm McQuilkin is a co-trustee.
(3)	The Series C Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.184 and has no expiration date.
(4)	7,187 of these options are vested and exercisable. The remaining 2,396 options will vest on January 25, 2011 or upon the consummation of an initial public offering.
(5)	All of these shares are fully vested and exercisable.
(6)	The exercise price of these warrants is $13.04 or, after an initial public offering of the Issuer resulting in aggregate proceeds to the Issuer of an amount greater than $30.0 million, 80% of the initial public offering price per share.

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