Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Primo Water Corp.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
74165N105
(CUSIP Number)
Charles T. Akre, Jr., 2 West Marshall Street, PO Box 998, Middleburg, Virginia 20118-0998, 540.687.3880
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74165N105 | 13G | Page 2 of 9 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 12,599 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 12,599 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,599 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.01% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IA |
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CUSIP No. 74165N105 |
13G | Page 3 of 9 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS Charles
T. Akre, Jr. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 12,599 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 12,599 | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,599 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .01% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IN HC |
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CUSIP No. 74165N105 |
13G | Page 4 of 9 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS Braddock Partners Offshore, L.P.(92-0190446) |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES |
|||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) PN |
| CUSIP No. 74165N105 | 13G | Page 5 of 9 Pages | ||
Item 1.
| (a) | Name of Issuer Primo Water Corp. |
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| (b) | Address of Issuer’s Principal Executive Offices |
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Item 2.
| (a) | Name of Person Filing Charles T. Akre, Jr. Braddock Partners Offshore, L.P. |
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| (b) | Address of the Principal Office or, if none, residence |
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| (c) | Citizenship Charles T. Akre, Jr. United States Braddock Partners Offshore, L.P., Cayman Islands |
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| (d) | Title of Class of Securities Common Stock, $.001 par value |
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| (e) | CUSIP Number 74165N105 |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
|
| CUSIP No. 74165N105 | 13G | Page 6 of 9 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: Akre Capital Management, LLC 12,599 Charles T. Akre, Jr. 12,599 Braddock Partners Offshore, L.P. |
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| (b) | Percent of class: Akre Capital Management, LLC .01% Charles T. Akre, Jr. .01% Braddock Partners Offshore, L.P. |
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| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote Akre Capital Management, LLC 0 Charles T. Akre, Jr. 12,599 Braddock Partners Offshore, L.P. 0 |
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| (ii) | Shared power to vote or to direct the vote Akre Capital Management, LLC 12,599 Charles T. Akre, Jr. 12,599 Braddock Partners Offshore, L.P. 0 |
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| (iii) | Sole power to dispose or to direct the disposition of Akre Capital Management, LLC 0 Charles T. Akre, Jr. 12,599 Braddock Partners Offshore, L.P. 0 |
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| (iv) | Shared power to dispose or to direct the disposition of Akre Capital Management, LLC 12,599 Charles T. Akre, Jr. 12,599 Braddock Partners Offshore, L.P. 0 |
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Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
| CUSIP No. 74165N105 | 13G | Page 7 of 9 Pages | ||
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| CUSIP No. 74165N105 | 13G | Page 8 of 9 Pages | ||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
02/11/2021 Date
By: /s/ Charles T. Akre, Jr. Charles T. Akre, Jr. Managing Member Akre Capital Management, LLC**
By: /s/ Charles T. Akre Charles T. Akre, Jr.**
By: /s/ Charles T. Akre, Jr. Charles T. Akre, Jr. Managing Member Braddock Capital Offshore, LLC as general partner of Braddock Partners Offshore, L.P.**
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| CUSIP No. 74165N105 | 13G | Page 9 of 9 Pages | ||
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G dated February 11, 2021 relating to the Common Stock, $.001 par value, of Primo Water Corporation shall be filed on behalf of Akre Capital Management, LLC, its control person, Charles T. Akre, Jr., and Braddock Partners Offshore, L.P.
By: /s/Charles T. Akre, Jr
Charles T. Akre, Jr.
Managing Member
Akre Capital Management, LLC
By: /s/Charles T. Akre, Jr
Charles T. Akre, Jr.
.
By: /s/Charles T. Akre, Jr.
Charles T. Akre, Jr.
Managing Member
Braddock Capital Offshore, LLC
as general partner of
Braddock Partners Offshore, L.P.