UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Primo Water Corp.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

74165N105

(CUSIP Number)

Charles T. Akre, Jr., 2 West Marshall Street, PO Box 998, Middleburg, Virginia 20118-0998, 540.687.3880

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 74165N105		13G		Page 2 of 9 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Akre Capital Management, LLC (54-1968332)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   1,600,000
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,600,000

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES (see instructions)
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.66%
12.		TYPE OF REPORTING PERSON (see instructions) IA

 

 

 

 

 

 

 

 

 

 

CUSIP No. 74165N105		13G		Page 5 of 9 Pages

Item 1.

This is amendment number 1 to this Schedule 13G being filed by Akre Capital Management, L.L.C. and Charles T. Akre, Jr.   This is the initial Schedule 13G being filed by Braddock Partners, L.P.  Braddock Partners, L.P. became a beneficial owner of more than 5% of the outstanding shares on April 3, 2012.

	(a)	Name of Issuer Primo Water Corp.
	(b)	Address of Issuer’s Principal Executive Offices 104 Cambridge Plaza Drive, Winston-Salem, NC 27104

Item 2.

	(a)	Name of Person Filing Akre Capital Management, LLC Charles T. Akre, Jr. Braddock Partners, L.P.
	(b)	Address of the Principal Office or, if none, residence P.O. Box 998, Middleburg Virginia 20118
	(c)	Citizenship Akre Capital Management, LLC, Delaware Charles T. Akre, Jr. United States Braddock Partners, L.P., Delaware
	(d)	Title of Class of Securities Common Stock, $.01 par value
	(e)	CUSIP Number 74165N105

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

CUSIP No. 74165N105		13G		Page 6 of 9 Pages

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)		Amount beneficially owned:   Akre Capital Management, LLC 1,600,000 Charles T. Akre, Jr. 1,600,000 Braddock Partners, L.P. 1,503,690
	(b)		Percent of class:   Akre Capital Management, LLC 6.66% Charles T. Akre, Jr. 6.66% Braddock Partners, L.P. 6.26%
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote Akre Capital Management, LLC 0 Charles T. Akre, Jr. 0 Braddock Partners, L.P. 0
			(ii)	Shared power to vote or to direct the vote Akre Capital Management, LLC 1,600,000 Charles T. Akre, Jr. 1,600,000 Braddock Partners, L.P. 1,503,670
			(iii)	Sole power to dispose or to direct the disposition of  Akre Capital Management, LLC 0 Charles T. Akre, Jr. 0 Braddock Partners, L.P. 0
			(iv)	Shared power to dispose or to direct the disposition of  Akre Capital Management, LLC 1,600,000 Charles T. Akre, Jr. 1,600,000 Braddock Partners, L.P. 1,503,690

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

 

 

 

 

 

 

 

 

 

 Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨.

Not Applicable

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

All securities reported in this Schedule 13G are owned by advisory clients of Akre Capital Management, LLC. With the exception of Braddock Partners, L.P., none of the advisory clients individually own more than 5% of the outstanding Shares.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Exhibit A

Item 8.  Identification and Classification of Members of the Group.

Not Applicable

Item 9.  Notice of Dissolution of Group.

Not Applicable

 

 

 

Item 10.  Certification.

	(a)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
	(b)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 74165N105		13G		Page 8 of 9 Pages

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.

** Each reporting person disclaims beneficial ownership in the Common Stock, except to the extent of that reporting persons pecuniary interest therein.

 

 

 

 

 

 

CUSIP No. 74165N105		13G		Page 9 of 9 Pages

 

 

 

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned agree that this Schedule 13G/A dated March 7, 2014 relating to the Common Stock, $.01 par value, of Primo Water Corporation shall be filed on behalf of Akre Capital Management, LLC, its control person, Charles T. Akre, Jr., and Braddock Partners, L.P.