Item 5.02 Departure of Directors or Certain Offices; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2012, Matthew T. Sheehan was appointed Chief Operating Officer of Primo Water Corporation ("Company").

Mr. Sheehan, age 38, was most recently with Coinstar, Inc. (NASDAQ: CSTR), where he served as Strategic Venture Advisor of Coinstar's Redbox business from June 2011 to December 2011 and as Vice President, General Manager of the first automated retail venture at Redbox from 2008 until 2011. Redbox was acquired by Coinstar in 2008. Mr. Sheehan also served at Redbox as Vice President, Sales and Business Development from 2006 to 2008 and Director of Business Development from 2005 to 2006. Mr. Sheehan received a Bachelor of Business Management and Communications degree from Bentley College in Waltham, Massachusetts and an MBA from the Smeal College of Business at Pennsylvania State University.

Mr. Sheehan will receive an annual base salary of $300,000. In connection with his appointment, Mr. Sheehan will be awarded a grant of 100,000 stock options, which are scheduled to vest in three equal annual installments, but are subject to accelerated vesting in the case of a change of control or Mr. Sheehan's termination other than for Cause (as defined in the Company's standard option grant agreement).

A copy of the Company's press release issued December 10, 2012 announcing Mr. Sheehan's appointment is attached hereto as exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No. Exhibit Description

99.1 Press release dated December 10, 2012 (filed herewith)

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