Primo Brands Corp: Ownership Update Filed

TL;DR

Primo Brands ownership filing updated - watch for changes.

AI Summary

On November 25, 2024, ORCP III DE TopCo GP, LLC, along with R. Scott Spielvogel, Tony W. Lee, Triton Water Equity Holdings, GP, LLC, Triton Water Equity Holdings, LP, and Triton Water Parent Holdings, LP, filed an amendment (Amendment No. 1) to their Schedule 13D for Primo Brands Corp. This filing indicates a change in beneficial ownership, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant influence over Primo Brands Corp, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• Primo Brands Corp (company) — Subject Company
• ORCP III DE TopCo GP, LLC (company) — Filing Entity
• R. Scott Spielvogel (person) — Group Member
• Tony W. Lee (person) — Group Member
• Triton Water Equity Holdings, GP, LLC (company) — Group Member
• Triton Water Equity Holdings, LP (company) — Group Member
• Triton Water Parent Holdings, LP (company) — Group Member
• Fola Adamolekun (person) — Contact Person

FAQ

Key Financial Figures

• $0.01 — suer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• d863522dsc13da.htm (SC 13D/A) — 130KB
• 0001193125-24-265387.txt ( ) — 132KB

of the Schedule 13D is hereby amended and restated in its entirety with the following

Item 2 of the Schedule 13D is hereby amended and restated in its entirety with the following: The Schedule 13D is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons): (1) ORCP III DE TopCo GP, LLC (2) Triton Water Parent Holdings, LP (3) R. Scott Spielvogel (4) Tony W. Lee (5) Triton Water Equity Holdings, LP (6) Triton Water Equity Holdings, GP, LLC Each of ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP and Triton Water Equity Holdings, GP, LLC is organized under the laws of the State of Delaware. Mr. Spielvogel and Mr. Lee are both citizens of the United States of America. The principal business address of each of the Reporting Persons is c/o One Rock Capital Partners, LLC, 45 Rockefeller Plaza, 39 th Floor, New York, NY 10111. The principal business of each of the Reporting Persons is investing in securities, including the securities of the Issuer. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and supplemented with the following

Item 3 of the Schedule 13D is hereby amended and supplemented with the following: Following the signing of the Loan Agreement, on November 21, 2024, Triton Water Parent Holdings, LP contributed 58,000,000 shares of Class A Common Stock to Triton Water Equity Holdings, LP in exchange for equity interests in Triton Water Equity Holdings, LP to facilitate the pledge of such shares as collateral for the Loan Agreement. The Closing Date was November 22, 2024. CUSIP No. 741623102 13D Page 9 of 13 pages Item5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated in its entirety with the following

Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following: (a) (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on (i) 314,501,601 shares of Class A Common Stock outstanding immediately following consummation of the Merger and (ii) 64,512,579 shares of Class B Common Stock held by the Reporting Persons, which are convertible at any time at the option of the Reporting Persons into the Issuers Class A Common Stock on a one-to-one basis. Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition ORCP III DE TopCo GP, LLC 218,618,368 57.7 % 0 218,618,368 0 218,618,368 Triton Water Parent Holdings, LP 218,618,368 57.7 % 0 218,618,368 0 218,618,368 R. Scott Spielvogel 218,618,368 57.7 % 0 218,618,368 0 218,618,368 Tony W. Lee 218,618,368 57.7 % 0 218,618,368 0 218,618,368 Triton Water Equity Holdings, LP 58,000,000 18.4 % 0 58,000,000 0 58,000,000 Triton Water Equity Holdings, GP, LLC 58,000,000 18.4 % 0 58,000,000 0 58,000,000 Triton Water Parent Holdings, LP is the record holder of 96,105,789 shares of Class A Common Stock and 64,512,579 shares of Class B Common Stock. Triton Water Equity Holdings, LP is the record holder of 58,000,000 shares o

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : November 25, 2024 ORCP III DE TopCo GP, LLC By: /s/ Tony W. Lee Name: Tony W. Lee Title: Managing Member Triton Water Parent Holdings, LP By: /s/ Tony W. Lee Name: Tony W. Lee Title: Authorized Person R. Scott Spielvogel /s / R. Scott Spielvogel Tony W. Lee /s/ Tony W. Lee Triton Water Equity Holdings, LP By: Triton Water Equity Holdings GP, LLC, its general partner By: /s/ Fola Adamolekun Name: Fola Adamolekun Title: Secretary Triton Water Equity Holdings, GP, LLC By: /s/ Fola Adamolekun Name: Fola Adamolekun Title: Secretary CUSIP No. 741623102 13D Page 12 of 13 pages Exhibit 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 25, 2024. ORCP III DE TopCo GP, LLC By: /s/ Tony W. Lee Name: Tony W. Lee Title: Managing Member Triton Water Parent Holdings, LP By: /s/ Tony W. Lee Name: Tony W. Lee Title: Authorized Person R. Scott Spielvogel /s/ R. Scott Spielvogel Tony W. Lee /s/ Tony W. Lee Triton Water Equity Holdings, LP By: Triton Water Equity Holdings GP, LLC, its general partner By: /s/ Fola Adamolekun Name: Fola Adamol

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