Form 4: Primo Brands Corp: Tony W. Lee Reports Conversion of Class B Common Stock to Class A Common Stock

Tony W. Lee, a director and 10% owner of Primo Brands Corp, reports the conversion of 64,512,579 shares of Class B Common Stock into Class A Common Stock on February 12, 2025.

Summary

• On February 14, 2025, Tony W. Lee filed a Form 4 with the SEC regarding changes in beneficial ownership of Primo Brands Corp [PRMB] stock.
• The report details a transaction on February 12, 2025, where 64,512,579 shares of Class B Common Stock held by Triton Water Parent Holdings, LP were automatically converted into Class A Common Stock on a one-to-one basis.
• Following the transaction, Mr. Lee indirectly beneficially owns 218,618,368 shares of Class A Common Stock.
• The conversion was triggered by the waiver of change of control provisions under certain indentures, as described in the Issuer's amended and restated certificate of incorporation.
• 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.
• 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.

Sentiment

Score: 5

Explanation: This is a routine regulatory filing related to a pre-planned conversion of stock. It doesn't inherently indicate positive or negative sentiment.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders.

Stakeholder Impact

• The conversion of Class B shares to Class A shares could have a slight impact on the overall share structure and potentially on voting rights, but the impact is likely minimal.

Key Dates

Keywords

Form 4, beneficial ownership, Class A Common Stock, Class B Common Stock, conversion, Primo Brands Corp, PRMB, Tony W. Lee, Triton Water Parent Holdings, Triton Water Equity Holdings