Sec Form 13D Filing - ORCP III DE TopCo GP LLC filing for Primo Brands Corp (PRMB) - 2024-11-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Primo Brands Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

741623102

(CUSIP Number)

Fola Adamolekun

(212) 605-6000

c/o One Rock Capital Partners, LLC

45 Rockefeller Plaza, 39^th Floor

New York, NY 10111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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).

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on November 18, 2024 (as amended to date, the “Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Primo Brands Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety with the following:

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Each of ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP and Triton Water Equity Holdings, GP, LLC is organized under the laws of the State of Delaware. Mr. Spielvogel and Mr. Lee are both citizens of the United States of America. The principal business address of each of the Reporting Persons is c/o One Rock Capital Partners, LLC, 45 Rockefeller Plaza, 39^th Floor, New York, NY 10111.

The principal business of each of the Reporting Persons is investing in securities, including the securities of the Issuer.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)& #xA0;a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Schedule 13D is hereby amended and supplemented with the following:

Following the signing of the Loan Agreement, on November 21, 2024, Triton Water Parent Holdings, LP contributed 58,000,000 shares of Class A Common Stock to Triton Water Equity Holdings, LP in exchange for equity interests in Triton Water Equity Holdings, LP to facilitate the pledge of such shares as collateral for the Loan Agreement. The Closing Date was November 22, 2024.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on (i) 314,501,601 shares of Class A Common Stock outstanding immediately following consummation of the Merger and (ii) 64,512,579 shares of Class B Common Stock held by the Reporting Persons, which are convertible at any time at the option of the Reporting Persons into the Issuer’s Class A Common Stock on a one-to-one basis.

Triton Water Parent Holdings, LP is the record holder of 96,105,789 shares of Class A Common Stock and 64,512,579 shares of Class B Common Stock. Triton Water Equity Holdings, LP is the record holder of 58,000,000 shares of Class A Common Stock.

ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP. Triton Water Parent Holdings, LP is the managing member of Triton Water Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP. R. Scott Spielvogel and Tony W. Lee are the managing members of ORCP III DE TopCo GP, LLC and share voting and investment discretion with respect to the securities held of record by Triton Water Parent Holdings, LP and Triton Water Equity Holdings, LP. Accordingly, each of the persons and

entities named herein may be deemed to share beneficial ownership of the securities held of record by Triton Water Equity Holdings, LP. ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, R. Scott Spielvogel and Tony W. Lee may also be deemed to share beneficial ownership of the securities held of record by Triton Water Parent Holdings, LP.

Except as described in Item 3, since the filing of the Schedule 13D, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock.

SIGNATURES

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.

Date: November 25, 2024

Exhibit 5

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 25, 2024.