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 *
  Belmont Richard E.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2012		 3. Issuer Name and Ticker or Trading Symbol
Primo Water Corp [PRMW]
(Last)
(First)
(Middle)
104 CAMBRIDGE PLAZA DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Manager - Dispensers
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WINSTON-SALEM, NC 27104		 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 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 19,374 (1)
D
 
Common Stock 1,999
I
See Footnote (2)
Common Stock 1,999
I
See Footnote (3)
Common Stock 1,999
I
See Footnote (4)

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (5) 09/11/2016 Common Stock 9,583 $ 13.04 D  
Stock Option (right to buy)   (5) 01/25/2017 Common Stock 848 $ 13.04 D  
Stock Option (right to buy)   (5) 05/01/2018 Common Stock 3,180 $ 20.66 D  
Stock Option (right to buy)   (5) 01/29/2019 Common Stock 2,281 $ 13.04 D  
Stock Option (right to buy)   (6) 03/29/2021 Common Stock 10,000 $ 12.33 D  
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 96 $ 13.04 I See Footnote (2)
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 96 $ 13.04 I See Footnote (3)
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 96 $ 13.04 I See Footnote (4)
Common Stock Warrant (right to buy) 12/30/2009 12/30/2019 Common Stock 710 $ 9.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belmont Richard E.
104 CAMBRIDGE PLAZA DRIVE
WINSTON-SALEM, NC 27104		       General Manager - Dispensers  

Signatures

/s/ Richard E. Belmont 05/14/2012
**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) Includes (a) 4,791 shares subject to a restricted stock award that vest on February 18, 2013, (b) 1,667 shares subject to a restricted stock unit award that vest on March 29, 2013 and (c) 1,666 shares subject to a restricted stock unit award that vest on March 29, 2014.
(2) Held by Mr. Belmont's spouse.
(3) Held by Mr. Belmont's son.
(4) Held by Mr. Belmont's daughter.
(5) All of these stock options are fully vested and exercisable.
(6) 3,334 of these stock options are vested and exercisable. The remaining 6,666 stock options will vest in equal annual installments on each of March 29, 2013 and 2014.

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