Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Mills David J	2. Issuer Name and Ticker or Trading Symbol Primo Water Corp [ PRMW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) 101 NORTH CHERRY STREET, SUITE 501	3. Date of Earliest Transaction (MM/DD/YYYY) 1/24/2020
(Street) WINSTON-SALEM, NC 27101 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/24/2020		M		28982 (1)	A	$0.00	116312	D
Common Stock	1/24/2020		F		12075 (2)	D	$14.51	104237	D
Common Stock	1/28/2020		M		14375 (3)	A	$12.84	118612	D
Common Stock	1/28/2020		F		13192 (4)	D	$14.70	105420	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(5)	1/24/2020		M			28982	(6)	(6)	Common Stock	28982	$0.00	28982	D
Stock Option (right to buy)	$12.84	1/28/2020		M			14375	1/28/2011	1/28/2020	Common Stock	14375	$0.00	0	D

Explanation of Responses:
(1)	Represents shares of common stock received upon the settlement of deferred stock units on January 24, 2020.
(2)	Represents shares of Common Stock withheld by the Company in order to pay taxes upon the settlement of deferred stock units on January 24, 2020. No open-market transactions were conducted by the reporting person in connection with this withholding.
(3)	Represents shares of common stock received upon the exercise of a stock option award.
(4)	Represents shares of Common Stock withheld by the Company in order to pay the exercise price of the shares acquired by the reporting person pursuant to the exercise of the applicable stock option. No open-market transactions were conducted by the reporting person in connection with this withholding to pay such exercise price.
(5)	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.
(6)	28,982 deferred stock units were settled into shares of Common Stock and delivered on January 24, 2020. The remaining 28,982 deferred stock units are to be settled into shares of Common Stock and delivered in January 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mills David J 101 NORTH CHERRY STREET SUITE 501 WINSTON-SALEM, NC 27101			Chief Financial Officer

Signatures
/s/ David J. Mills by Michael H. Hutson, attorney-in-fact		1/28/2020
**Signature of Reporting Person		Date