Ownership Submission
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

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 *
PRIM BILLY D
   2. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [PRMW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
101 NORTH CHERRY STREET, SUITE 501		 3. Date of Earliest Transaction (Month/Day/Year)
01/23/2019
(Street)

WINSTON-SALEM, NC 27101		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/23/2019   M   174,528 (1) A $ 0 1,678,531 D  
Common Stock 01/23/2019   M   79,520 (1) A $ 0 1,758,051 D  
Common Stock 01/23/2019   F   93,387 (2) D $ 13.88 1,664,664 D  
Common Stock               8,032 I See Footnote (3)
Common Stock               4,791 I See Footnote (4)
Common Stock               4,791 I See Footnote (5)
Common Stock               23,957 I See Footnote (6)
Common Stock               23,957 I See Footnote (7)
Common Stock               4,791 I See Footnote (8)
Common Stock               4,791 I See Footnote (9)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 (10) 01/23/2019   M     174,528   (11)   (11) Common Stock 174,528 $ 0 523,586 D  
Deferred Stock Units (10) 01/23/2019   M     79,520   (12)   (12) Common Stock 79,520 $ 0 238,560 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRIM BILLY D
101 NORTH CHERRY STREET
SUITE 501
WINSTON-SALEM, NC 27101		   X     Executive Chairman  

Signatures

 /s/ Billy D. Prim by Michael H. Hutson, attorney-in-fact   01/25/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents shares of common stock received upon vesting of deferred stock units on January 23, 2019.
(2) Shares withheld to satisfy tax withholding requirements on the vesting of deferred stock units on January 23, 2019.
(3) Held by Mr. Prim's spouse.
(4) Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
(5) Held by BD Prim, LLC of which Mr. Prim is the sole manager.
(6) Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
(7) Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
(8) Held by 2010 Irrevocable Trust fbo Jager Gralyn Dean Bellisimo of which Mr. Prim is the sole trustee.
(9) Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
(10) 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.
(11) 174,528 deferred stock units were delivered on January 23, 2019. The remaining 523,586 deferred stock units are to be delivered in equal annual installments in January of each of 2020, 2021 and 2022.
(12) 79,520 deferred stock units were delivered on January 23, 2019. The remaining 238,560 deferred stock units are to be delivered in equal annual installments in January of each of 2020, 2021 and 2022.

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