Edgar Filing: CAMDEN PARTNERS STRATEGIC FUND III LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â WARNOCK DAVID L

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2010

3. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [PRMW]

(Last)

(First)

(Middle)

104 CAMBRIDGE PLAZA DRIVE,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WINSTON-SALEM,Â NCÂ 27104

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,749	D ⁽¹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	2,880,300	$ ⁽²⁾	I	See Footnote ⁽³⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	800,084	$ ⁽⁴⁾	I	See Footnote ⁽³⁾
Series A Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	119,700	$ ⁽²⁾	I	See Footnote ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	33,250	$ ⁽⁴⁾	I	See Footnote ⁽⁵⁾
Stock Option (right to buy)	Â ⁽⁶⁾	05/08/2016	Common Stock	1,150	$ 13.04	D ⁽¹⁾	Â
Stock Option (right to buy)	Â ⁽⁶⁾	01/25/2017	Common Stock	1,150	$ 13.04	D ⁽¹⁾	Â
Common Stock Warrant (right to buy)	04/28/2006	04/28/2016	Common Stock	73,698	$ 13.04	I	See Footnote ⁽³⁾
Common Stock Warrant (right to buy)	04/28/2006	04/28/2016	Common Stock	3,063	$ 13.04	I	See Footnote ⁽⁵⁾
Common Stock Warrant (right to buy)	12/14/2007	12/14/2017	Common Stock	7,667	$ 20.66	I	See Footnote ⁽³⁾
Common Stock Warrant (right to buy)	12/14/2007	12/14/2017	Common Stock	319	$ 20.66	I	See Footnote ⁽⁵⁾
Common Stock Warrant (right to buy)	12/30/2009	12/30/2019	Common Stock	9,542	$ ⁽⁷⁾	I	See Footnote ⁽³⁾
Common Stock Warrant (right to buy)	12/30/2009	12/30/2019	Common Stock	397	$ ⁽⁷⁾	I	See Footnote ⁽⁵⁾
Common Stock Warrant (right to buy)	10/05/2010	10/05/2020	Common Stock	3,181	$ ⁽⁷⁾	I	See Footnote ⁽³⁾
Common Stock Warrant (right to buy)	10/05/2010	10/05/2020	Common Stock	132	$ ⁽⁷⁾	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WARNOCK DAVID L 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM,Â NCÂ 27104	Â X	Â X	Â	Â
CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET,SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â
BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE,Â MDÂ 21202	Â X	Â X	Â	Â

Signatures

/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock		11/04/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		11/04/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		11/04/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		11/04/2010
^**Signature of Reporting Person		Date
/s/ By Donald W. Hughes, Managing Member		11/04/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes		11/04/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston		11/04/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes, Attorney-in-Fact for Richard W. Berkeley		11/04/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Mr. Warnock is a director of the Issuer. Pursuant to an agreement with his employer, Camden Partners Holdings, LLC ("Holdings"), which provides management services to Fund III and Fund III-A, all securities and other benefits to which Mr. Warnock becomes entitled by virtue of his service as a director are received by Mr. Warnock for the benefit of Holdings.
(2)	The Series A Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.0958 and has no expiration date.
(3)	The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III. CPSM, CPS III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein.
(4)	The Series C Convertible Preferred Stock is convertible, at any time at the holders election, into the Issuer's common stock at a ratio of approximately 1:0.184 and has no expiration date.
(5)	The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III-A. CPSM, CPS III, Fund III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein.
(6)	All of these options are fully vested and exercisable.
(7)	The exercise price of these warrants is $13.04 or, after an initial public offering of the Issuer resulting in aggregate proceeds to the Issuer of an amount greater than $30.0 million, 80% of the initial public offering price per share.
Â Remarks: ThisÂ FormÂ 3Â isÂ beingÂ filedÂ jointlyÂ byÂ CamdenÂ PartnersÂ StrategicÂ Manager,Â LLCÂ ("CPSM"),Â CamdenÂ PartnersÂ StrategicÂ III,Â LLCÂ ("CPSÂ III"),Â CamdenÂ PartnersÂ StrategicÂ FundÂ III,Â L.P.Â ("FundÂ III"),Â CamdenÂ PartnersÂ StrategicÂ FundÂ III-A,Â L.P.Â ("FundÂ III-A")Â andÂ Messrs.Â DavidÂ L.Â Warnock,Â DonaldÂ W.Â Hughes,Â RichardÂ M.Â JohnstonÂ andÂ RichardÂ M.Â BerkeleyÂ (collectively,theÂ "ManagingÂ Members"Â andÂ togetherÂ withÂ CPSM,Â CPSÂ III,Â FundÂ IIIÂ andÂ FundÂ III-A,Â theÂ "ReportingÂ Persons").Â TheÂ ManagingÂ MembersÂ areÂ theÂ managingÂ membersÂ ofÂ CPSM,Â whichÂ isÂ theÂ ManagingÂ MemberÂ ofÂ CPSÂ III.Â CPSÂ IIIÂ isÂ theÂ generalÂ partnerÂ ofÂ FundÂ IIIÂ andÂ FundÂ III-A.Â Mr.Â WarnockÂ isÂ aÂ directorÂ ofÂ theÂ Issuer.

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