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 *
  CASTANEDA MARK
 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		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 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 23,958
D
 

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
Series A Preferred Stock   (1)   (1) Common Stock 50,000 $ (1) D  
Series C Preferred Stock   (2)   (2) Common Stock 116,696 $ (2) D  
Stock Option (right to buy)   (3) 05/01/2018 Common Stock 14,375 $ 20.66 D  
Stock Option (right to buy)   (4) 01/29/2019 Common Stock 3,833 $ 13.04 D  
Common Stock Warrant (right to buy) 08/10/2006 04/28/2016 Common Stock 1,279 $ 13.04 D  
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 201 $ 20.66 D  
Common Stock Warrant (right to buy) 05/20/2008 05/20/2018 Common Stock 917 $ 20.66 D  
Common Stock Warrant (right to buy) 12/30/2009 12/30/2019 Common Stock 2,130 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CASTANEDA MARK
104 CAMBRIDGE PLAZA DRIVE
WINSTON-SALEM, NC 27104		       Chief Financial Officer  

Signatures

/s/ Patrick J. Rogers by power of attorney for Mark Castaneda 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) 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.
(2) 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.
(3) 7,187 of these options are vested and exercisable. The remaining 7,188 options will vest in equal annual installments on May 1 of 2011 and 2012 or upon the consummation of an initial public offering.
(4) All of these shares are fully vested and exercisable.
(5) 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.

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