Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] 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 Holdings LLC [ 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) 3/2/2020
(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	2/10/2020		A	V	155 (1)	A	$11.23	175937	D
Common Stock	3/2/2020		M		28982 (2)	A	$0.00	204919	D
Common Stock	3/2/2020		D		28982 (3)	D	$14.00	175937	D
Common Stock	3/2/2020		M		1333 (4)	A	$0.00	177270	D
Common Stock	3/2/2020		M		5000 (4)	A	$0.00	182270	D
Common Stock	3/2/2020		M		4000 (4)	A	$0.00	186270	D
Common Stock	3/2/2020		M		5000 (4)	A	$0.00	191270	D
Common Stock	3/2/2020		F		6849 (5)	D	$14.88	184421	D
Common Stock	3/2/2020		D		184421	D	(6)	0	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
Restricted Stock Units	(7)	3/2/2020		M			1333	(8)	(8)	Common Stock	1333	$0.00	0	D
Restricted Stock Units	(7)	3/2/2020		M			5000	(9)	(9)	Common Stock	5000	$0.00	0	D
Restricted Stock Units	(7)	3/2/2020		M			4000	(10)	(10)	Common Stock	4000	$0.00	0	D
Restricted Stock Units	(7)	3/2/2020		M			5000	(11)	(11)	Common Stock	5000	$0.00	0	D
Deferred Stock Units	(12)	3/2/2020		M			28982	(13)	(13)	Common Stock	28982	$0.00	0	D

Explanation of Responses:
(1)	These shares were acquired under the Primo Water Corporation Employee Stock Purchase Plan, as amended, in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
(2)	Represents shares of common stock otherwise issuable in connection with the settlement of 28,982 deferred stock units into cash pursuant to the terms of the Merger Agreement (as defined in this Form 4), which such settlement is reported the immediately following row.
(3)	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).
(4)	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).
(5)	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.
(6)	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.
(7)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(8)	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.
(9)	Represents a restricted stock unit award granted on January 15, 2018 that was scheduled to vest in four equal annual installments beginning January 15, 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.
(10)	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.
(11)	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.
(12)	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.
(13)	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.

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		3/4/2020
**Signature of Reporting Person		Date