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    O   L   S   H   A   N

1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  EGONZALEZ@OLSHANLAW.COM

DIRECT DIAL:  212.451.2206

March 28, 2023

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Christina Chalk

Senior Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

 Re: Primo Water Corp /CN/

PREC14A filed March 20, 2023

Filed by Legion Partners Holdings, LLC, et al.

SEC File No. 1-31410

Dear Ms. Chalk:

We acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated
March 28, 2023 (the “Staff Letter”), with regard to the above-referenced Proxy Statement filed by Legion Partners Holdings,
LLC and the other participants named therein (collectively, “Legion”). We have reviewed the Staff Letter with Legion and provide
the following responses on its behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.
Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.

Preliminary Proxy Statement filed March 20, 2023

Proposal No. 5 - Approval of the Company’s Bylaws, page
32

 1. Explain what “required” the Company to remove certain bylaw provisions which were previously included in amended bylaws
adopted in 2021. If you are asserting that the Company opted to remove those provisions to address shareholder concerns, please so state
here and in other places in the proxy statement where you use similar language.

Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly.

 2. Explain what you mean by the reference to “off-market requirements” on page 34 of the proxy statement.

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    March 28, 2023

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Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly to remove the reference.

 3. Revise to provide more detail about the specific bylaw provisions that you oppose and what effect you believe they will have on shareholders
if adopted. For example, explain specifically what provisions are, in your view, “unreasonably onerous and ambiguous” and
how, if adopted, you believe these bylaw amendments may negatively impact shareholders.

Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly.

Form of Proxy, page 64

 4. Revise to identify by name the Company Nominees opposed and unopposed by Legion. In addition, in the proxy statement, explain why
Legion opposes the specific four Company Nominees identified.

Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly.

General

 5. We note that on March 23, 2023, the Company filed a revised preliminary proxy statement stating that it has waived its objection to
two of your nominees under the Company’s advance notice bylaw provisions. Generally update the proxy statement to reflect this development,
and in particular, the fact that two (but not all) of your nominees now appear on the Company’s revised proxy card.

Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly.

 6. Throughout the proxy statement where appropriate, discuss what will occur with respect to proxies you receive with votes for the Company’s
nominees or on proposals other than the director election proposal, in the event you do not proceed with your solicitation or if your
nominations are deemed invalid by a court of competent jurisdiction.

Legion acknowledges the Staff’s comment
and has revised the Proxy Statement accordingly.

 7. We note the following disclosure on page 4 of the proxy statement: “Legion intends to pay for intermediaries to deliver proxy-related
materials and Form 54-101F7 – Request for Voting Instructions to ‘objecting beneficial owners’ in accordance with National
Instrument 54-101.” Please provide explanatory background about this Canadian legal provision in your response letter, with a view
to possible additional disclosure.

    March 28, 2023

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Legion acknowledges the Staff’s comment.
On a supplemental basis, Legion respectfully notes that this disclosure addresses a Canadian form requirement set out under Item 4 of
Form 51-102F relating to complying with Canadian Securities Administrators’ National Instrument 54-101. In particular, this form
requires disclosure of whether Legion intends to pay for an intermediary (such as Broadridge) to send proxy-related materials (e.g., proxy
statement and form of proxy or voting instruction form) to objecting beneficial owners. An objecting beneficial owner is a beneficial
owner of Primo’s stock who chose not to release their contact information directly to the issuer; as such, the issuer is not able
to send proxy-related materials directly to them.

This form requirement is intended to address
the possibility that an issuer or dissident opting not to pay for an intermediary to deliver proxy-related materials to objecting beneficial
owners, in which case it would be required to disclose that fact and include additional disclosure to address the fact that an objecting
beneficial owner will only receive such proxy-related materials if the intermediary assumes the cost of delivery.

We note that similar disclosure is set out in
the Company’s preliminary proxy statement filed with the SEC on March 23, 2023 (see page 7, under the heading “If I am a non-registered
beneficial shareowner, how can I vote my shares?”).

Sincerely,

/s/ Elizabeth Gonzalez-Sussman

Elizabeth Gonzalez-Sussman