InsiderTrades

Form 4 for PRMB Primo Brands Corp

Accepted 2024-11-13 00:00:00 ET · period of report 2024-11-08 · accession 0000950170-24-126631 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2024-11-13 2024-11-08 PRMB Lee Tony W Dir A - Grant — +154.11M 154.11M New —
DI 2024-11-13 2024-11-08 PRMB Lee Tony W Dir A - Grant — +64.51M 64.51M New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2024-11-08 A A 154,105,789 — 154,105,789 I See Footnote — — (F1) Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024 (the "Merger Agreement") by and among Primo Water Corporation ("Primo Water"), Triton Water Parent, Inc. ("BlueTriton"), the Issuer (f/k/a Triton US HoldCo, Inc.), and the other parties thereto, Primo Water and BlueTriton were merged with and into wholly owned subsidiaries of the Issuer, and each issued and outstanding common share of Primo Water and share of common stock of BlueTriton was converted into the Issuer's Class A Common Stock or Class B Common Stock according to the terms of the Merger Agreement. (F2) The securities reported herein are held of record by Triton Water Parent Holdings, LP ("Triton Parent"). ORCP III DE TopCo GP, LLC ("ORC III") is the general partner of Triton Parent. Scott Spielvogel and Tony W. Lee are the managing members of ORC III and share voting and investment discretion with respect to the securities held of record by Triton Parent. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by Triton Parent. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.
2 Derivative Class B Common Stock 2024-11-08 A A 64,512,579 — 64,512,579 I See Footnote — · — to — 64,512,579 Class A Common Stock (F1) Pursuant to that certain Arrangement Agreement and Plan of Merger, dated June 16, 2024 (the "Merger Agreement") by and among Primo Water Corporation ("Primo Water"), Triton Water Parent, Inc. ("BlueTriton"), the Issuer (f/k/a Triton US HoldCo, Inc.), and the other parties thereto, Primo Water and BlueTriton were merged with and into wholly owned subsidiaries of the Issuer, and each issued and outstanding common share of Primo Water and share of common stock of BlueTriton was converted into the Issuer's Class A Common Stock or Class B Common Stock according to the terms of the Merger Agreement. (F2) The securities reported herein are held of record by Triton Water Parent Holdings, LP ("Triton Parent"). ORCP III DE TopCo GP, LLC ("ORC III") is the general partner of Triton Parent. Scott Spielvogel and Tony W. Lee are the managing members of ORC III and share voting and investment discretion with respect to the securities held of record by Triton Parent. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by Triton Parent. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any. (F3) The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis, provided that a holder may not convert the Class B Common Stock into shares of Class A Common Stock to the extent that, after giving effect to such conversion, any person or group, or any of their respective affiliates, would beneficially own in excess of 49.0% of the outstanding Class A Common Stock. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock upon the earlier of (a) the occurrence of certain conditions in connection with the senior notes issued by Primo Water Holdings, Inc. or (b) 11:59 P.M. Eastern Time on April 30, 2029, as described in the Issuer's amended and restated certificate of incorporation.