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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1. Name and Address of Reporting Person * Cauthen Michael   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) Vice President Finance (Last) (First) (Middle) 101 NORTH CHERRY STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2019 (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 03/09/2019   M   1,334 (1) A $ 0 5,581 D   Common Stock 03/09/2019   F   466 (2) D $ 15.29 5,115 D   Common Stock 03/11/2019   M   1,250 (3) A $ 0 6,365 D   Common Stock 03/11/2019   F   437 (4) D $ 15.94 5,928 D

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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

Restricted Stock Units

(5)

03/08/2019

A

4,000

(6)

(6)

Common Stock

4,000

$ 0

4,000

D

Restricted Stock Units

(5)

03/09/2019

M

1,334

(7)

(7)

Common Stock

1,334

$ 0

2,666

D

Restricted Stock Units

(5)

03/11/2019

M

1,250

(8)

(8)

Common Stock

1,250

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cauthen Michael 101 NORTH CHERRY STREET WINSTON SALEM, NC 27101			Vice President Finance

Signatures

/s/ Michael Cauthen by Michael H. Hutson, attorney-in-fact		03/12/2019
**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 a restricted stock unit award on March 9, 2019.
(2)	Represents shares of stock withheld to pay taxes upon the vesting of a restricted stock unit award on March 9, 2019.
(3)	Represents shares of common stock received upon vesting of a restricted stock unit award on March 11, 2019.
(4)	Represents shares of stock withheld to pay taxes upon the vesting of a restricted stock unit award on March 11, 2019.
(5)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(6)	These restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
(7)	These restricted stock units vest in equal annual installments on March 9 of 2019, 2020 and 2021.
(8)	These restricted stock units vest in equal annual installments on March 11 of 2017, 2018 and 2019.

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