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 *   PRIM BILLY D 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) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO, President 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 1,254,106 D   Common Stock 4,791 I See Footnote (1) Common Stock 4,791 I See Footnote (2) Common Stock 23,957 I See Footnote (3) Common Stock 23,957 I See Footnote (4) Common Stock 4,791 I See Footnote (5) Common Stock 4,791 I See Footnote (6)

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	  (7)	  (7)	Common Stock	1,200,000	$ (7)	D	Â
Series A Preferred Stock	  (7)	  (7)	Common Stock	50,000	$ (7)	I	See Footnote (8)
Series C Preferred Stock	  (9)	  (9)	Common Stock	512,363	$ (9)	D	Â
Stock Option (right to buy)	  (10)	11/01/2014	Common Stock	9,583	$ 10.44	D	Â
Stock Option (right to buy)	  (10)	01/01/2016	Common Stock	21,562	$ 10.44	D	Â
Stock Option (right to buy)	  (11)	01/25/2017	Common Stock	1,917	$ 13.04	D	Â
Stock Option (right to buy)	  (10)	05/01/2018	Common Stock	9,583	$ 20.66	D	Â
Common Stock Warrant (right to buy)	04/28/2006	04/28/2016	Common Stock	127,935	$ 13.04	D	Â
Common Stock Warrant (right to buy)	05/31/2008	04/28/2016	Common Stock	4,218	$ 13.04	D	Â
Common Stock Warrant (right to buy)	05/23/2006	04/28/2016	Common Stock	1,791	$ 13.04	I	See Footnote (1)
Common Stock Warrant (right to buy)	12/14/2007	12/14/2017	Common Stock	3,993	$ 20.66	D	Â
Common Stock Warrant (right to buy)	05/20/2008	05/20/2018	Common Stock	917	$ 20.66	D	Â
Common Stock Warrant (right to buy)	12/30/2009	12/30/2019	Common Stock	3,833	$ (12)	D	Â
Common Stock Warrant (right to buy)	10/05/2010	10/05/2020	Common Stock	1,775	$ (12)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PRIM BILLY D 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC 27104	  X	  X	  Chairman, CEO, President	Â

Signatures

/s/ Patrick J. Rogers by power of attorney for Billy D. Prim		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)	Held by Mr. Prim's spouse.
(2)	Held by BD Prim, LLC of which Mr. Prim is the sole manager.
(3)	Held by 2010 Irrevocable Trust fbo Sarcanda Westmoreland Bellisimo of which Mr. Prim is the sole trustee.
(4)	Held by 2010 Irrevocable Trust fbo Anthony Gray Westmoreland of which Mr. Prim is the sole trustee.
(5)	Held by 2010 Irrevocable Trust fbo Jager Grayln Dean Bellisimo of which Mr. Prim is the sole trustee.
(6)	Held by 2010 Irrevocable Trust fbo Joseph Alexander Bellisimo of which Mr. Prim is the sole trustee.
(7)	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.
(8)	Held by Billy D. Prim Revocable Trust of which Mr. Prim is the sole trustee.
(9)	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.
(10)	All of these shares are fully vested and exercisable.
(11)	1,438 of these options are vested and exercisable. The remaining 479 options will vest on January 25, 2011 or upon the consummation of an initial public offering.
(12)	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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