Tony W. Lee - Feb 12, 2025 Form 4 Insider Report for Primo Brands Corp (PRMB)

Role: Director, 10%+ Owner
Signature: /s/ Tony W. Lee
Stock symbol: PRMB
Transactions as of: Feb 12, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/14/2025, 05:03 PM
Previous filing: Nov 13, 2024
Next filing: Mar 12, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRMB	Class A Common Stock	Options Exercise		+64.5M	+41.86%		219M	Feb 12, 2025	See Footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRMB	Class B Common Stock	Options Exercise		-64.5M	-100%		0	Feb 12, 2025	Class A Common Stock	64.5M		See Footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 12, 2025, 64,512,579 shares of Class B Common Stock held by Triton Water Parent Holdings, LP were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis in connection with the waiver of change of control provisions under certain indentures, as described in the Issuer's amended and restated certificate of incorporation.
F2	Triton Water Parent Holdings, LP is the record holder of 160,618,368 shares of Class A Common Stock and 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. Mr. Spielvogel and Mr. 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.
F3	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, Mr. Spielvogel and Mr. Lee may also be deemed to share beneficial ownership of the securities held of record by Triton Water Parent Holdings, LP. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks:

ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Scott Spielvogel, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC are filing a separate Form 4 with respect to the securities reported herein.