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 * 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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO and President (Last) (First) (Middle) 104 CAMBRIDGE PLAZA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2010 (Street) WINSTON-SALEM, NC 27104 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 11/10/2010   C   114,998 A (1) 1,369,104 D   Common Stock 11/10/2010   C   102,470 A (2) 1,471,574 D   Common Stock 11/10/2010   J   239,108 A (3) 1,710,682 D   Series B Preferred 11/10/2010   J   5,164,846 D (3) 0 D   Common Stock 11/10/2010   A   12,500 A (4) 1,723,182 D   Common Stock 11/10/2010   P   190,000 (5) A $ 12 1,913,182 D   Common Stock 11/10/2010   J   3,241 A (6) 8,032 I See Footnote (7) Series B Preferred Stock 11/10/2010   J   70,000 D (6) 0 I See Footnote (7) Common Stock 11/10/2010   C   4,791 A (1) 4,791 I See Footnote (8) Common Stock               4,791 I See Footnote (9) Common Stock               23,957 I See Footnote (10) Common Stock               23,957 I See Footnote (11) Common Stock               4,791 I See Footnote (12) Common Stock               4,791 I See Footnote (13)

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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

Series A Preferred Stock

(1)

11/10/2010

C

1,200,000

(1)

(1)

Common Stock

114,998 (1)

$ 0

0

D

Series C Preferred Stock

(2)

11/10/2010

C

512,363

(2)

(2)

Common Stock

102,470 (2)

$ 0

0

D

Series A Preferred Stock

(1)

11/10/2010

C

50,000

(1)

(1)

Common Stock

4,791 (1)

$ 0

0

I

See Footnote (8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PRIM BILLY D 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC 27104	X	X	Chairman, CEO and President

Signatures

/s/ Patrick J. Rogers by power of attorney for Billy D. Prim		11/15/2010
**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)	The Series A Preferred Stock converted into the Issuer's common stock at a ratio of approximately 1:0.0958 upon the Issuer's initial public offering on November 10, 2010.
(2)	The Series C Preferred Stock converted into the Issuer's common stock at a ratio of approximately 1:0.2000 upon the Issuer's initial public offering on November 10, 2010.
(3)	Upon the initial public offering of the Issuer, its board of directors elected to convert 50% of the Issuer's Series B Preferred Stock into common stock at a ratio of approximately 1:0.0926 and redeem the remaining 50% of the Issuer's Series B Preferred Stock. In connection therewith, the 5,164,845 shares of Series B Preferred Stock held by Mr. Prim converted into 239,108 shares of common stock.
(4)	Represents a grant of restricted stock to Mr. Prim with a value of $150,000 based on the Issuer's initial public offering price of $12.00 per share awarded by the Issuer's board of directors for Mr. Prim's personal guarantee of certain Issuer indebtedness.
(5)	As disclosed in the Issuer's Registration Statement on Form S-1 (File No. 333-165452), Mr. Prim purchased shares of common stock from the underwriters in the initial public offering at $12.00 per share with the after-tax cash proceeds received in connection with the redemption of his Series B Preferred Stock.
(6)	Upon the initial public offering of the Issuer, its board of directors elected to convert 50% of the Issuer's Series B Preferred Stock at a ratio of approximately 1:0.0926 and redeem the remaining 50% of the Issuer's Series B Preferred Stock. In connection therewith, the 70,000 shares of Series B Preferred Stock held by Mr. Prim's spouse converted into 3,241 shares of common stock.
(7)	Held by Mr. Prim's spouse.
(8)	Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
(9)	Held by BD Prim, LLC of which Mr. Prim is the sole manager.
(10)	Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
(11)	Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
(12)	Held by 2010 Irrevocable Trust fbo Jager Grayln Dean Bellisimo of which Mr. Prim is the sole trustee.
(13)	Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.

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