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 *
  WARNOCK DAVID L
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
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WINSTON-SALEM, NC 27104
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 5,749
D (1)
 

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   (2)   (2) Common Stock 2,880,300 $ (2) I See Footnote (3)
Series C Preferred Stock   (4)   (4) Common Stock 800,084 $ (4) I See Footnote (3)
Series A Preferred Stock   (2)   (2) Common Stock 119,700 $ (2) I See Footnote (5)
Series C Preferred Stock   (4)   (4) Common Stock 33,250 $ (4) I See Footnote (5)
Stock Option (right to buy)   (6) 05/08/2016 Common Stock 1,150 $ 13.04 D (1)  
Stock Option (right to buy)   (6) 01/25/2017 Common Stock 1,150 $ 13.04 D (1)  
Common Stock Warrant (right to buy) 04/28/2006 04/28/2016 Common Stock 73,698 $ 13.04 I See Footnote (3)
Common Stock Warrant (right to buy) 04/28/2006 04/28/2016 Common Stock 3,063 $ 13.04 I See Footnote (5)
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 7,667 $ 20.66 I See Footnote (3)
Common Stock Warrant (right to buy) 12/14/2007 12/14/2017 Common Stock 319 $ 20.66 I See Footnote (5)
Common Stock Warrant (right to buy) 12/30/2009 12/30/2019 Common Stock 9,542 $ (7) I See Footnote (3)
Common Stock Warrant (right to buy) 12/30/2009 12/30/2019 Common Stock 397 $ (7) I See Footnote (5)
Common Stock Warrant (right to buy) 10/05/2010 10/05/2020 Common Stock 3,181 $ (7) I See Footnote (3)
Common Stock Warrant (right to buy) 10/05/2010 10/05/2020 Common Stock 132 $ (7) I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARNOCK DAVID L
104 CAMBRIDGE PLAZA DRIVE
WINSTON-SALEM, NC 27104
  X   X    
CAMDEN PARTNERS STRATEGIC FUND III LP
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    
CAMDEN PARTNERS STRATEGIC FUND III-A LP
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    
Camden Partners Strategic III, LLC
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    
Camden Partners Strategic Manager, LLC
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    
HUGHES DONALD W
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    
JOHNSTON RICHARD M
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET,SUITE 1200
BALTIMORE, MD 21202
  X   X    
BERKELEY RICHARD M
C/O CAMDEN PARTNERS STRATEGIC MGR LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD 21202
  X   X    

Signatures

/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 11/04/2010
**Signature of Reporting Person Date

/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 11/04/2010
**Signature of Reporting Person Date

/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 11/04/2010
**Signature of Reporting Person Date

/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 11/04/2010
**Signature of Reporting Person Date

/s/ By Donald W. Hughes, Managing Member 11/04/2010
**Signature of Reporting Person Date

/s/ Donald W. Hughes 11/04/2010
**Signature of Reporting Person Date

/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston 11/04/2010
**Signature of Reporting Person Date

/s/ Donald W. Hughes, Attorney-in-Fact for Richard W. Berkeley 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) Mr. Warnock is a director of the Issuer. Pursuant to an agreement with his employer, Camden Partners Holdings, LLC ("Holdings"), which provides management services to Fund III and Fund III-A, all securities and other benefits to which Mr. Warnock becomes entitled by virtue of his service as a director are received by Mr. Warnock for the benefit of Holdings.
(2) 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.
(3) The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III. CPSM, CPS III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein.
(4) 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.
(5) The shares of the Series A Preferred Stock, the shares of Series C Preferred Stock and the warrants to purchase Common Stock are directly owned by Fund III-A. CPSM, CPS III, Fund III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein.
(6) All of these options are fully vested and exercisable.
(7) 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.
 
Remarks:
This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley (collectively,the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Mr. Warnock is a director of the Issuer.

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